As filed with the Securities and Exchange Commission on October 13, 2023

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_______________________

Amendment No. 1 to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_______________________

EDIFY ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

_______________________

888 7th Avenue, Floor 29
New York, NY, 10106
Telephone: (212) 603-2800
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_______________________

Ronald H. Schlosser
Chief Executive Officer

Edify Acquisition Corp.
888 7th Avenue, Floor 29
New York, NY, 10106
Telephone: (212) 603-2800
(Name, address, including zip code, and telephone number, including area code, of agent for service)

_______________________

Copies to:

_______________________

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon completion of the merger.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this document is subject to completion or amendment. A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document is not an offer to sell these securities and it is not soliciting an offer to buy these securities, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

outstanding share of the Combined Company’s Common Stock equals or exceeds $12.00 per share (on a fully diluted basis), subject to the terms of the Merger Agreement. Unique Logistics stockholders will also have the right to receive 1,250,000 additional shares of the Combined Company’s Common Stock if the closing price of the Combined Company’s Common Stock or the fair value of the consideration equals or exceeds $15.00 per share in the same circumstances.

At the special meeting, Edify stockholders will be asked to consider and vote upon:

(1)    Proposal No. 1 — a proposal to (a) approve the business combination described in the accompanying proxy statement/consent solicitation statement/prospectus, including adopting the Merger Agreement and (b) approve the other transactions contemplated by the Merger Agreement and related agreements described in the accompanying proxy statement/consent solicitation statement/prospectus — we refer to this proposal as the “Merger proposal”;

(2)    Proposal No. 2 — a proposal to approve and adopt the second amended and restated certificate of incorporation of Edify in the form attached hereto as Annex B (the “second amended and restated certificate of incorporation”) — we refer to this proposal as the “charter proposal”;

(3)    Proposal No. 3 — a proposal to approve, on a non-binding advisory basis, certain governance provisions in the second amended and restated certificate of incorporation, presented separately in accordance with guidance from the staff of the United States Securities and Exchange Commission (“SEC”) — we refer to this proposal as the “governance proposal”;

(4)    Proposal No. 4 — a proposal to approve and adopt the Unique Logistics International Holdings, Inc. 2023 Equity Incentive Plan (the “Incentive Plan”), and the material terms thereof, including the authorization of the initial share reserve thereunder — we refer to this proposal as the “incentive plan proposal.” A copy of the Incentive Plan is attached to the accompanying proxy statement/consent solicitation statement/prospectus as Annex G;

(5)    Proposal No. 5 — a proposal to elect [_] directors to serve on the Combined Company’s board of directors effective as of the closing of the Transactions in accordance with the Merger Agreement — we refer to this proposal as the “director election proposal”;

(6)    Proposal No. 6 — a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(a) and (b), the issuance of more than 20% of the issued and outstanding Edify’s Class A common stock and the resulting change in control in connection with the Transactions — we refer to this proposal as the “Nasdaq proposal”;

(7)    Proposal No. 7 — a proposal to adjourn 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 for, or otherwise in connection with, the approval of the Merger proposal, the charter proposal, the governance proposal, the incentive plan proposal, the director election proposal or the Nasdaq proposal — we refer to this proposal as the “adjournment proposal.”

Each of these proposals is more fully described in the accompanying proxy statement/consent solicitation statement/prospectus, which we encourage you to read carefully and in its entirety before voting. Only holders of record of Edify’s common stock at the close of business on [•], 2023 are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements thereof.

After careful consideration, the Edify Board has determined that the Merger proposal, the charter proposal, the governance proposal, the incentive plan proposal, the director election proposal, the Nasdaq proposal and the adjournment proposal are fair to and in the best interests of Edify and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the Merger proposal, “FOR” the charter proposal, “FOR” the governance proposal, “FOR” the incentive plan proposal, “FOR” each of the directors proposed for election, “FOR” the Nasdaq proposal and “FOR” the adjournment proposal, if presented. When you consider the Edify Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Transactions that are different from, or in addition to, the interests of Edify stockholders generally. For instance, the Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidating Edify. Please see the section titled “Proposal No. 1 — The Merger Proposal — Interests of Certain Persons in the

Merger” for additional information. The Edify Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the Edify stockholders that they vote in favor of the proposals presented at the special meeting.

Consummation of the Transactions is conditioned on the approval of each of the Merger proposal, the charter proposal, the incentive plan proposal and the Nasdaq proposal. If any of those proposals are not approved, we will not consummate the Transactions.

All Edify stockholders are cordially invited to attend the special meeting and we are providing the accompanying proxy statement/consent solicitation statement/prospectus and proxy card in connection with the solicitation of proxies to be voted at the special meeting (or any adjournment or postponement thereof). To ensure your representation at the special meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting and vote, obtain a proxy from your broker or bank.

Edify’s units, Class A common stock and warrants are currently listed on the Nasdaq Capital Market under the symbols EACPU, EAC and EACPW, respectively. In connection with the Transactions, Edify has applied to have the Combined Company’s Common Stock and warrants listed on the Nasdaq Capital Market, and it will change its name to Unique Logistics International Holdings, Inc. Upon the closing of the Transactions, we expect that the Combined Company’s common stock and warrants will begin trading on the Nasdaq Capital Market under the symbols “[_]” and “[_].WS” respectively. As a result, Edify’s publicly traded units will separate into the component securities upon consummation of the business combination and will no longer trade as a separate security.

Pursuant to Edify’s current certificate of incorporation, a holder of public shares may demand that Edify redeem such shares for cash if the Merger is consummated. Holders of public shares will be entitled to receive cash for these shares only if they demand that Edify redeem their shares for cash no later than the second business day prior to the vote on the Merger proposal by delivering their stock to Edify’s transfer agent prior to the vote at the meeting. If the Merger is not completed, these shares will not be redeemed. If a holder of public shares properly demands redemption, Edify will redeem each public share for a full pro rata portion of the trust account holding the proceeds from Edify’s initial public offering, calculated as of two business days prior to the consummation of the business combination.

Edify is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and has elected to comply with certain reduced public company reporting requirements.

Edify will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the completion of the Edify IPO, (b) in which Edify has total annual gross revenue of at least $1.235 billion, or (c) in which Edify is deemed to be a large accelerated filer, which means the market value of Edify’s common stock that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (ii) the date on which Edify has issued more than $1.00 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

This proxy statement/consent solicitation statement/prospectus provides you with detailed information about the Transactions and other matters to be considered at the special meeting of Edify’s stockholders. We encourage you to carefully read this entire document, including the Annexes attached hereto. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 36.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

The Transactions described in the accompanying proxy statement/consent solicitation statement/prospectus have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the merits or fairness of the business combination or related transactions, or passed upon the accuracy or adequacy of the disclosure in this proxy statement/consent solicitation statement/prospectus. Any representation to the contrary is a criminal offense.

Thank you for your participation. We look forward to your continued support.

[•], 2023

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE EDIFY REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO EDIFY’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT AND WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE MERGER IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. PLEASE SEE THE SECTION TITLED “SPECIAL MEETING OF EDIFY STOCKHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

This proxy statement/consent solicitation statement/prospectus is dated [•], 2023 and is first being mailed to Edify stockholders on or about [•], 2023.

ADDITIONAL INFORMATION

No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/consent solicitation statement/prospectus describes other than those contained in this proxy statement/consent solicitation statement/prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by Edify or Unique Logistics. This proxy statement/consent solicitation statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement/consent solicitation statement/prospectus nor any distribution of securities made under this proxy statement/consent solicitation statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of Edify or Unique Logistics since the date of this proxy statement/consent solicitation statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.

EDIFY ACQUISITION CORP.
888 7th Avenue, Floor 29
New York, NY 10106

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [•], 2023

TO THE STOCKHOLDERS OF EDIFY ACQUISITION CORP.

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Edify Acquisition Corp., a Delaware corporation (“Edify”), will be held via live webcast at [•] a.m. Eastern Time, on [•], 2023. The special meeting can be accessed by visiting [•], where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication.

On behalf of Edify’s board of directors (the “Edify Board”), you are cordially invited to attend the special meeting, to conduct the following business items:

(1)    Proposal No. 1 — To consider and vote upon a proposal to (a) approve the business combination described in the accompanying proxy statement/consent solicitation statement/prospectus, including adopting the Merger Agreement and (b) approve the other transactions contemplated by the Merger Agreement and related agreements described in the accompanying proxy statement/consent solicitation statement/prospectus — we refer to this proposal as the “Merger proposal”;

(2)    Proposal No. 2 — To consider and vote upon a proposal to approve and adopt the second amended and restated certificate of incorporation of Edify in the form attached hereto as Annex B (the “second amended and restated certificate of incorporation”) — we refer to this proposal as the “charter proposal”;

(3)    Proposal No. 3 — To consider and vote upon, on a non-binding advisory basis, certain governance provisions in the second amended and restated certificate of incorporation, presented separately in accordance with the United States Securities and Exchange Commission (“SEC”) requirements — we refer to this proposal as the “governance proposal”;

(4)    Proposal No. 4 — a proposal to approve and adopt the Unique Logistics International Holdings, Inc. 2023 Equity Incentive Plan (the “Incentive Plan”), and the material terms thereof, including the authorization of the initial share reserve thereunder — we refer to this proposal as the “incentive plan proposal.” A copy of the Incentive Plan is attached to the accompanying proxy statement/consent solicitation statement/prospectus as Annex G;

(5)    Proposal No. 5 — To consider and vote upon a proposal to elect [_] directors to serve on the Combined Company’s board of directors effective as of the closing of the Transactions in accordance with the Merger Agreement — we refer to this proposal as the “director election proposal”;

(6)    Proposal No. 6 — To consider and vote upon a proposal to approve, for purposes of complying with Nasdaq Stock Market Listing Rule 5635(a) and (b), the issuance of more than 20% of the issued and outstanding Edify’s Class A common stock and the resulting change in control in connection with the Transactions — we refer to this proposal as the “Nasdaq proposal”; and

(7)    Proposal No. 7 — To consider and vote upon a proposal to adjourn 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 for, or otherwise in connection with, the approval of the Merger proposal, the charter proposal, the governance proposal, the incentive plan proposal, the director election proposal or the Nasdaq proposal — we refer to this proposal as the “adjournment proposal.”

Each of these proposals is more fully described in the accompanying proxy statement/consent solicitation statement/prospectus, which we encourage you to read carefully and in its entirety before voting. Only holders of record of Edify’s common stock at the close of business on [•], 2023 are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements thereof.

After careful consideration, the Edify Board has determined that the Merger proposal, the charter proposal, the governance proposal, the incentive plan proposal, the director election proposal, the Nasdaq proposal and the adjournment proposal are fair to and in the best interests of Edify and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the Merger proposal, “FOR” the charter proposal, “FOR” the governance proposal, “FOR” the incentive plan proposal, “FOR” each of the directors proposed for election, “FOR” the Nasdaq proposal and “FOR” the adjournment proposal, if presented. When you consider the Edify Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Transactions that are different from, or in addition to, the interests of Edify stockholders generally. Please see the section titled “Proposal No. 1 — The Merger Proposal — Interests of Certain Persons in the Merger” for additional information. The Edify Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the Edify stockholders that they vote in favor of the proposals presented at the special meeting.

Consummation of the Transactions is conditioned on the approval of each of the Merger proposal, the charter proposal, the incentive plan proposal and the Nasdaq proposal. If any of those proposals are not approved, we will not consummate the Transactions.

Pursuant to Edify’s current certificate of incorporation, a holder of public shares may demand that Edify redeem such shares for cash if the business combination is consummated. Holders of public shares will be entitled to receive cash for these shares only if they demand that Edify redeem their shares for cash no later than the second business day prior to the vote on the Merger proposal by delivering their stock to Edify’s transfer agent prior to the vote at the meeting. If the business combination is not completed, these shares will not be redeemed. If a holder of public shares properly demands redemption, Edify will redeem each public share for a full pro rata portion of the trust account, calculated as of two business days prior to the consummation of the business combination.

All Edify stockholders are cordially invited to attend the special meeting and we are providing the accompanying proxy statement/consent solicitation statement/prospectus and proxy card in connection with the solicitation of proxies to be voted at the special meeting (or any adjournment or postponement thereof). To ensure your representation at the special meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting and vote, obtain a proxy from your broker or bank.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

[•], 2023

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE EDIFY REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO EDIFY’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT AND WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE MERGER IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. PLEASE SEE THE SECTION TITLED “SPECIAL MEETING OF EDIFY STOCKHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

NOTICE OF SOLICITATION OF WRITTEN CONSENT

To Stockholders of Unique Logistics International, Inc.:

On December 18, 2022, Unique Logistics International, Inc. (“Unique Logistics”) entered into an Agreement and Plan of Merger, as amended pursuant to Amendment No. 1 thereto dated as of July 19, 2023 and the Acknowledgement and Waiver Agreement with respect thereto dated as of September 18, 2023 (as the same may be further amended, modified, supplemented or waived from time to time, the “Merger Agreement”), by and among Edify Acquisition Corp., a Delaware Corporation and a special-purpose acquisition company (“Edify”), Edify Merger Sub, Inc., a Nevada corporation and direct, wholly owned subsidiary of Edify (“Merger Sub”), and Unique Logistics, a copy of which is attached to the accompanying proxy statement/consent solicitation statement/prospectus as Annex A, that, among other things, provides for the merger of Merger Sub with and into Unique Logistics, with Unique Logistics surviving such merger as a wholly owned subsidiary of Edify (the “Merger,” and the transactions contemplated by the Merger Agreement and the related agreements executed in connection therewith, the “Transactions”). Following the consummation of the Transactions, Edify will change its name to Unique Logistics International Holdings, Inc. We refer herein to the new public entity following the consummation of the Transactions as the “Combined Company.”

Subject to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.001 per share, of Unique Logistics (“Unique Logistics Common Stock”) (other than excluded shares and dissenting shares) will be cancelled and automatically deemed for all purposes to represent the right to receive (i) a number of shares of Edify’s Class A common stock, par value $0.0001 per share (“Edify’s Class A common stock”), equal to the quotient of (A) the Per Share Consideration Value (as defined herein) divided by (ii) $10.00 (subject to equitable adjustment) (the “Common Exchange Ratio”), and (ii) additional shares of Edify’s Class A common stock based upon the trading price of Edify’s Class A common stock exceeding certain thresholds during the seven years following the closing of the Transactions, as further discussed below. The “Per Share Consideration Value” equals the quotient of (i) $282 million divided by (ii) the sum of (A) the number of shares of Unique Logistics Common Stock plus (B) the number of shares of Unique Logistics Common Stock into which all of the shares of convertible preferred stock, par value $0.001 per share, of Unique Logistics (“Unique Logistics Convertible Preferred Stock”) would convert, in each case, as of immediately prior to the Merger, taking into account the effects of the Transactions in accordance with the certificate of designations applicable to such Unique Logistics Convertible Preferred Stock. At the Effective Time, each share of Unique Logistics 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: (i) a number of shares of Edify’s Class A common stock equal to the product of (A) the number of shares of Unique Logistics Common Stock into which such share of Unique Logistics Convertible Preferred Stock is convertible, taking into account the effects of the Transactions in accordance with the certificate of designation applicable to such Unique Logistics Convertible Preferred Stock, and (B) the Common Exchange Ratio; and (ii) additional shares of Edify’s Class A common stock based upon the trading price of Edify’s Class A common stock exceeding certain thresholds during the seven years following the closing of the Transactions.

Assuming a Closing Date of [_], 2023, we expect that Unique Logistics stockholders will be entitled to receive upon the closing of the Transactions approximately [_] shares of Edify’s Class A common stock for each share of Unique Common Stock that they owned or into which their shares of Unique Logistics Convertible Preferred Stock was convertible as of immediately prior to the Effective Time. See the section of the enclosed proxy statement/consent solicitation statement/prospectus titled “Proposal No. 1 — The Merger Proposal — General — Merger Consideration.”

Unique Logistics stockholders will also have the right to receive up to 1,250,000 additional shares of the Combined Company’s Common Stock if, during the seven-year period following the date that is 60 days after the date of the closing of the Transactions, (i) the closing price of the Combined Company’s Common Stock is equal to or exceeds $12.00 per share for any 20 trading days within any consecutive 30 trading days or (ii) the Combined Company or any of its subsidiaries consummate a merger, consolidation, tender offer, exchange offer or business combination or sale of all or substantially all of its assets in which the fair value of the consideration (including all forms of consideration, including contingent consideration) payable in respect of each outstanding share of the Combined Company’s Common Stock equals or exceeds $12.00 per share (on a fully diluted basis), subject to

the terms of the Merger Agreement. Unique Logistics stockholders will also have the right to receive 1,250,000 additional shares of Combined Company’s Common Stock if the closing price of the Combined Company’s Common Stock or the fair value of the consideration equals or exceeds $15.00 per share in the same circumstances.

This proxy statement/consent solicitation statement/prospectus is being delivered to you on behalf of the board of directors of Unique Logistics to request that holders of Unique Logistics Common Stock, Unique Logistics Series A Convertible Preferred Stock, and Unique Logistics Series B Convertible Preferred Stock execute and return written consents to approve the Merger Agreement, the plan of merger set forth in the Merger Agreement, and the Transactions.

Concurrent with the execution of the Merger Agreement, certain holders of Unique Logistics Common Stock and Unique Logistics Convertible Preferred Stock representing the requisite vote required under Unique Logistics’ Amended and Restated Articles of Incorporation and Nevada law entered into a Voting and Support Agreement with Unique Logistics and Edify pursuant to which they agreed to vote (or return a written consent with respect to) all shares of Unique Logistics Common Stock and Unique Logistics Convertible Preferred Stock that they own in favor of the Merger Agreement and the Transactions.

This proxy statement/consent solicitation statement/prospectus describes the proposed Transactions and the actions to be taken in connection with the Transactions and provides additional information about the parties involved. Please give this information your careful attention. A copy of the Merger Agreement is attached as Annex A to this proxy statement/consent solicitation statement/prospectus.

The board of directors of Unique Logistics has considered the Transactions and the terms of the Merger Agreement and the related documents and has unanimously determined that the Merger Agreement, the plan of merger set forth in the Merger Agreement, and the Transactions are advisable and in the best interests of Unique Logistics and its stockholders and recommends that Unique Logistics stockholders approve the Merger Agreement, the plan of merger set forth in the Merger Agreement, and the Transactions by submitting a written consent.

Please complete, date, and sign the written consent furnished with this proxy statement/consent solicitation statement/prospectus and return it promptly to Unique Logistics by one of the means described in “Unique Logistics’ Solicitation of Written Consents.”

TABLE OF CONTENTS

FREQUENTLY USED TERMS

Unless otherwise stated in this proxy statement/consent solicitation statement/prospectus or the context otherwise requires, references to:

“amended and restated bylaws” are to the form of amended and restated bylaws of Unique Logistics International Holdings, Inc., attached as Annex C;

“Closing” are to the consummation of the Transactions;

“Closing Date” are to the date on which the Transactions are consummated;

“Closing Merger Consideration” are to the aggregate consideration to be paid to the stockholders of Unique Logistics at Closing pursuant to the Merger Agreement. For the avoidance of doubt, the Closing Merger Consideration does not include the Earnout Consideration (as hereinafter defined);

“Combined Company” are to the new public entity following the consummation of the Transactions, the name of which will be Unique Logistics International Holdings, Inc.;

“Combined Company’s Common Stock” are to shares of common stock, par value $0.001 per share, of the Combined Company;

“Combined Company Warrants” are to all issued and outstanding warrants to purchase shares of the Combined Company’s Common Stock immediately following the Closing of the Merger;

“Common Exchange Ratio” are to the quotient obtained by dividing (i) the Per Share Consideration Value by (ii) $10.00 (subject to equitable adjustment);

“completion window” are to the period following the completion of the Edify IPO at the end of which, if Edify has not completed an initial business combination, it will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of permitted tax and working capital withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions. The completion window ends on October 20, 2023 (or January 20, 2024 if Edify has extended the deadline for completing a business combination by a month by contributing $75,000 to the trust account in accordance with the current certificate of incorporation);

“current bylaws” are to Edify’s bylaws in effect as of the date of this proxy statement/consent solicitation statement/prospectus;

“current certificate of incorporation” are to Edify’s amended and restated certificate of incorporation (as amended by the Second Charter Amendment) in effect as of the date of this proxy statement/consent solicitation statement/prospectus;

“Debt Facility” are to the senior secured financing facility in the maximum aggregate principal amount of $35,000,000 to be provided by CB Agent Services LLC (and/or such other lenders as are party thereto) to Unique Logistics, on such terms and conditions as are set forth in that certain term sheet set forth as Exhibit A to the Commitment Letter, dated as of December 18, 2022, provided by CB Agent Services LLC (and/or such other lenders as are party thereto) to Unique Logistics, consisting of (a) an initial term loan facility in the original principal amount up to $25,000,000, and (b) a $10,000,000 delayed draw term loan facility;

“DGCL” are to the Delaware General Corporation Law, as amended;

“Edify” are to Edify Acquisition Corp., a Delaware corporation;

“Edify Board” are to the board of directors of Edify;

“Edify IPO” are to the initial public offering by Edify that closed on January 20, 2021;

“Edify’s Class A common stock” are, prior to consummation of the Transactions, to Edify’s Class A common stock, par value $0.0001 per share and, following consummation of the Transactions, to the Class A common stock, par value $0.0001 per share of the Combined Company;

“Edify’s Class B common stock” are to Edify’s Class B common stock, par value $0.0001 per share;

“Edify’s common stock” are to, collectively, Edify’s Class A common stock and Edify’s Class B common stock;

“Effective Time” are to the date and time that the Merger becomes effective;

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

“First Charter Amendment” are to the amendment to Edify’s amended and restated certificate of incorporation, dated December 22, 2022, pursuant to which Edify is permitted to extend the date by which Edify must consummate a business combination from January 20, 2023 (the date that is 24 months from the closing date of the Edify IPO) to April 20, 2023 (the date that is 27 months from the closing date of the Edify IPO) and on a monthly basis up to three times from April 20, 2023 to July 20, 2023 (the date that is 30 months from the closing date of the Edify IPO) by (i) depositing $225,000 into the trust account for the three month extension from January 20, 2023 to April 20, 2023 and (ii) depositing $75,000 into the trust account for each subsequent one-month extension from April 20, 2023 to July 20, 2023;

“founder shares” are to shares of Edify’s Class B common stock and Edify’s Class A common stock issued upon the automatic conversion thereof at the time of Edify’s initial business combination. The founder shares are held of record by the Sponsor as of the record date;

“GAAP” are to accounting principles generally accepted in the United States of America;

“HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

“Incentive Plan” are to the Unique Logistics International Holdings, Inc. 2023 Equity Incentive Plan;

“Insiders” are to Ronald H. Schlosser, Morris Beyda, Susan Wolford, Jason Beckman, Jason Colodne, Rosamund M. Else-Mitchell, and Ari Horowitz;

“Lock-Up Agreement” are to the Lock-Up Agreement, dated as of December 18, 2022, by and among Edify and certain other parties thereto;

“Merger” are to the merger of Merger Sub and Unique Logistics, with Unique Logistics surviving such merger as a wholly owned subsidiary of Edify;

“Merger Agreement” are to that certain Agreement and Plan of Merger, dated as of December 18, 2022, by and among Edify, Unique Logistics and Merger Sub, as amended pursuant to Amendment No. 1 thereto dated as of July 19, 2023 and the Acknowledgement and Waiver Agreement with respect thereto dated as of September 18, 2023, as the same may be further amended, modified, supplemented or waived from time to time;

“Merger Consideration” are to the aggregate consideration to be paid to the stockholders of Unique Logistics pursuant to the Merger Agreement;

“Nasdaq” are to The Nasdaq Stock Market LLC;

“NRS” are to the Nevada Revised Statutes;

“Original Projections” means the financial projections prepared by the management of Unique Logistics that were delivered to Edify in November 2022 in connection with the Transactions;

“Per Share Consideration Value” are to the quotient of (i) $282 million, divided by (ii) the sum of (A) the number of shares of Unique Logistics Common Stock plus (B) the number of shares of Unique Logistics Common Stock into which all of the shares of Unique Logistics Convertible Preferred Stock would convert, in each case, as of immediately prior to the Merger, taking into account the effects of the Transactions in accordance with the certificate of designations applicable to such Unique Logistics Convertible Preferred Stock;

“private placement warrants” are to Edify’s warrants issued to the Sponsor in a private placement simultaneously with the closing of the Edify IPO;

“pro forma” are to giving pro forma effect to the Transactions and the other related events contemplated by the Merger Agreement;

“Projections” are to the Original Projections and the Updated Projections, collectively;

“public shares” are to shares of Edify’s Class A common stock sold as part of the units in the Edify IPO (whether they were purchased in the Edify IPO or thereafter in the open market);

“public stockholders” are to the holders of Edify’s public shares, including the Sponsor and Edify’s officers and directors to the extent the Sponsor and Edify’s officers or directors purchase public shares, provided that each of their status as a “public stockholder” shall only exist with respect to such public shares;

“public warrants” are to Edify’s warrants sold as part of the units in the Edify IPO (whether they were purchased in the Edify IPO or thereafter in the open market);

“SEC” are to the United States Securities and Exchange Commission;

“Second Charter Amendment” are to the amendment to Edify’s amended and restated certificate of incorporation, dated December 22, 2022, as amended pursuant to the First Charter Amendment, pursuant to which Edify is permitted to extend the date by which Edify must consummate a business combination from July 20, 2023 (the date that is 30 months from the closing date of the Edify IPO) to October 20, 2023 (the date that is 33 months from the closing date of the Edify IPO) (the “Amended Date”) 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 Edify IPO) by (i) depositing $225,000 into the trust account for the three month extension from July 20, 2023 to the Amended Date (the “Initial Extension”) and (ii) depositing $75,000 into the trust account for each subsequent one-month extension from the Amended Date to January 20, 2024;

“Securities Act” are to the Securities Act of 1933, as amended;

“Sponsor” are to Colbeck Edify Holdings, LLC, a Delaware limited liability company, in which certain of Edify’s directors and officers hold membership interests;

“Sponsor Support Agreement” are to the Sponsor Support Agreement, dated as of December 18, 2022, by and among Edify, Unique Logistics, the Sponsor and the other parties thereto, as amended by the Amendment thereto dated as of September 18, 2023;

“Transaction Agreements” are to the Merger Agreement, the Lock-Up Agreement, the Sponsor Support Agreement, the Voting and Support Agreement, the Registration Rights Agreement, the certificate of incorporation existing on the date of the Merger Agreement, the current bylaws, and all the agreements, documents, instruments and certificates entered into in connection herewith or therewith and any and all exhibits and schedules thereto;

“Transactions” are to the Merger, together with the other transactions contemplated by the Merger Agreement and the other Transaction Agreements;

“trust account” are to the trust account of Edify that holds the proceeds from the Edify IPO;

“Unique Logistics” are to Unique Logistics International, Inc., a Nevada corporation;

“Unique Logistics Common Stock” are to the common stock, par value $0.001 per share, of Unique Logistics;

“Unique Logistics Convertible Preferred Stock” are to, collectively, Unique Logistics Series A Convertible Preferred Stock, Unique Logistics Series B Convertible Preferred Stock, Unique Logistics Series C Convertible Preferred Stock, and Unique Logistics Series D Convertible Preferred Stock;

“Unique Logistics Series A Convertible Preferred Stock” are to the Series A convertible preferred stock, par value $0.001 per share, of Unique Logistics;

“Unique Logistics Series B Convertible Preferred Stock” are to the Series B convertible preferred stock, par value $0.001 per share, of Unique Logistics;

“Unique Logistics Series C Convertible Preferred Stock” are to the Series C convertible preferred stock, par value $0.001 per share, of Unique Logistics;

“Unique Logistics Series D Convertible Preferred Stock” are to the Series D convertible preferred stock, par value $0.001 per share, of Unique Logistics;

“Unique Logistics Shares” are to the Unique Logistics Common Stock, Unique Logistics Series A Convertible Preferred Stock, Unique Logistics Series B Convertible Preferred Stock, Unique Logistics Series C Convertible Preferred Stock, and Unique Logistics Series D Convertible Preferred Stock;

“Unique Logistics stockholders” are to the stockholders of Unique Logistics International, Inc.;

“Updated Projections” means the revised financial projections prepared by the management of Unique Logistics in connection with the Transactions in May 2023;

“Voting and Support Agreement” are to the Company Voting and Support Agreement, dated as of December 18, 2022, by and among Edify, Unique Logistics, Frangipani Trade Services, Inc. and Great Eagle Freight Limited; and

“warrants” are to the public warrants and the private placement warrants.

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The questions and answers below highlight only selected information from this proxy statement/consent solicitation statement/prospectus and only briefly address some commonly asked questions about, with respect to Edify, the special meeting and the proposals to be presented at the special meeting and, with respect to Unique Logistics, the matters stockholders are being asked to approve by written consent, including with respect to the proposed Merger. The following questions and answers do not include all the information that is important to Edify or Unique Logistics stockholders. We urge stockholders to read carefully this entire proxy statement/consent solicitation statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the proposed Merger and the voting procedures for the special meeting or the process for providing written consent, as applicable.

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS — EDIFY STOCKHOLDERS AND UNIQUE LOGISTICS STOCKHOLDERS

Q.     What will happen in the Merger?

A.     Pursuant to the Merger Agreement, and upon the terms and subject to the conditions set forth therein, Edify will acquire Unique Logistics in a series of transactions we collectively refer to as the “business combination” or the “Transactions.” At the closing of the business combination contemplated by the Merger Agreement, among other things, Merger Sub will merge with and into Unique Logistics, with Unique Logistics surviving the Merger as a wholly owned subsidiary of Edify.

Q.     Following the business combination, will the Combined Company’s securities continue to trade on a stock exchange?

A.     Yes. We are applying to have the Combined Company’s Common Stock and Combined Company Warrants listed on the Nasdaq Capital Market. In connection with the business combination, Edify will change its name to Unique Logistics International Holdings, Inc., and upon the Closing, we expect that and the Combined Company’s Common Stock and warrants will begin trading on the Nasdaq Capital Market under the symbols “[_]” and “[_].WS” respectively. As a result, Edify’s publicly traded units will separate into the component securities upon consummation of the business combination and will no longer trade as a separate security.

Q.     Will the management of Unique Logistics change in the business combination?

A.     We anticipate that all of the executive officers of Unique Logistics and all the members of its board of directors will remain with the Combined Company. Please see the sections titled “Proposal No. 5 — The Director Election Proposal” and “Management After the Merger” for additional information.

Q.     What equity stake will current Edify stockholders and Unique Logistics stockholders hold in the Combined Company immediately after the consummation of the Transactions?

A.     As of the date of this proxy statement/consent solicitation statement/prospectus, except that the foregoing does not reflect the most recent redemption of Edify stockholders in July 2023, there are (i) 6,874,525 shares of common stock issued and outstanding, which includes the 5,186,861 founder shares held by the Sponsor and the 1,687,664 public shares and (ii) 19,440,000 warrants issued and outstanding, which includes the 5,640,000 private placement warrants held by the Sponsor and the 13,800,000 public warrants. Each whole warrant entitles the holder thereof to purchase one share of Edify’s Class A common stock and, following the Transactions, will entitle the holder thereof to purchase one share of the Combined Company’s Common Stock. Therefore, as of the date of this proxy statement/consent solicitation statement/prospectus (without giving effect to the Transactions) the Edify fully diluted share capital would be 26,314,525 common stock equivalents.

We anticipate that upon completion of the Transactions (i) Unique Logistics stockholders will hold an ownership interest of 80.4% of the issued and outstanding shares of the Combined Company’s Common Stock, (ii) the Sponsor will hold an ownership interest of 14.8% of the issued and outstanding shares of the Combined Company’s Common Stock, and (iii) Edify’s public stockholders will retain an ownership interest of 4.8% of the issued and outstanding shares of the Combined Company’s Common Stock. These levels of ownership interest assume that (A) no public stockholders exercise their redemption rights in connection with the Transactions, (B) no warrant holders exercise their warrants to purchase the Combined Company’s Common Stock, and

(C) no Earnout Shares are issued. Assuming the exercise and conversion of all securities and that no public stockholders exercise their redemption rights in connection with the Transactions, the Sponsor will hold 19.9% of the issued and outstanding shares of the Combined Company. If the actual facts are different from these assumptions, these ownership percentages will be different.

The following table illustrates varying ownership levels in the Combined Company immediately following the consummation of the Transactions based on the assumptions above:

____________

(1)      net of 1,713,139 shares forfeited upon closing of the Transactions.

The following table illustrates varying ownership levels in the Combined Company immediately following the consummation of the Transactions based on the assumptions above as well as the shares that could be issued under the warrants and assuming issuance of all of the Earnout Shares.

____________

(1)      net of 1,713,139 shares forfeited upon closing of the Transactions.

See the subsection titled “Summary of the Proxy Statement/Consent Solicitation Statement/Prospectus — Ownership and Voting Power of the Combined Company” and section titled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

Q.     What conditions must be satisfied to complete the Merger?

A.     There are a number of closing conditions in the Merger Agreement, including the expiration or termination of the applicable waiting period under the HSR Act and the approval by the stockholders of Edify of the Merger proposal, the Nasdaq proposal, the charter proposal, the incentive plan proposal and the director proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the business combination, please see the section titled “Proposal No. 1 — The Merger Proposal — Certain Agreements Related to the Merger — Merger Agreement.”

Q.     When do you expect to complete the Merger?

A.     Edify and Unique Logistics currently anticipate that the Merger will be consummated promptly following the Edify special meeting which is set for [•], 2023, subject to the satisfaction of customary closing conditions; such meeting, however, could be adjourned, as described above. For a description of the conditions to the completion of the business combination, please see the section titled “Proposal No. 1 — The Merger Proposal — The Merger Agreement — Conditions to Closing.”

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS — EDIFY STOCKHOLDERS

Q.     Why am I receiving this proxy statement/consent solicitation statement/prospectus?

A.     Edify and Unique Logistics have agreed to a merger under the terms of the Merger Agreement that is described in this proxy statement/consent solicitation statement/prospectus. A copy of the Merger Agreement is attached to this proxy statement/consent solicitation statement/prospectus as Annex A, and Edify encourages its stockholders to read it in its entirety. Edify’s stockholders are being asked to consider and vote upon a proposal

to adopt the Merger Agreement and approve the transactions contemplated thereby, which, among other things, includes provisions for the merger of Merger Sub with and into Unique Logistics, with Unique Logistics surviving such merger as a wholly owned subsidiary of Edify. Please see the section titled “Proposal No. 1 — The Merger Proposal.”

This proxy statement/consent solicitation statement/prospectus and its Annexes contain important information about the proposed business combination and the other matters to be acted upon at the special meeting. You should read this proxy statement/consent solicitation statement/prospectus and its Annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/consent solicitation statement/prospectus and its Annexes.

Q.     When and where is the special meeting?

A.     The special meeting will be held via live webcast on [•], 2023 at [•] a.m. Eastern Time. The special meeting can be accessed by visiting [•], where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication.

Q.     What are the proposals on which I am being asked to vote at the special meeting?

A.     The stockholders of Edify will be asked to consider and vote on the following proposals at the special meeting:

1.      a proposal to approve the merger described in this proxy statement/consent solicitation statement/prospectus, including (a) adopting the Merger Agreement and (b) approving the other transactions contemplated by the Merger Agreement and the other Transaction Agreements described in this proxy statement/consent solicitation statement/prospectus. Please see the section titled “Proposal No. 1 — The Merger Proposal”;

2.      a proposal to approve and adopt the second amended and restated certificate of incorporation of Edify in the form attached hereto as Annex B. Please see the section titled “Proposal No. 2 — The Charter Proposal”;

3.      a proposal to vote upon, on a non-binding advisory basis, certain governance provisions in the second amended and restated certificate of incorporation, presented separately, in accordance with the requirements of the SEC. Please see the section titled “Proposal No. 3 — The Governance Proposal”;

4.      a proposal to approve and adopt the Incentive Plan, and the material terms thereof, including the authorization of the initial share reserve thereunder. Please see the section titled “Proposal No. 4 — The Incentive Plan Proposal”;

5.      a proposal to elect [_] directors to serve on the Combined Company’s board of directors effective as of the closing of the Transactions in accordance with the Merger Agreement. Please see the section titled “Proposal No. 5 — The Director Election Proposal”;

6.      a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(a) and (b), the issuance of more than 20% of the issued and outstanding Edify’s Class A common stock and the resulting change in control in connection with the Transactions — we refer to this proposal as the “Nasdaq proposal”; and

7.      a proposal to adjourn 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 for, or otherwise in connection with, the approval of the Merger proposal, the charter proposal, the governance proposal, the incentive plan proposal, the director election proposal or the Nasdaq proposal. Please see the section titled “Proposal No. 7 — The Adjournment Proposal.”

Edify will hold the special meeting of its stockholders to consider and vote upon these proposals. This proxy statement/consent solicitation statement/prospectus contains important information about the proposed business combination and the other matters to be acted upon at the special meeting. Stockholders should read it carefully.

Consummation of the Transactions is conditioned on the approval of each of the Merger proposal, the charter proposal, the incentive plan proposal and the Nasdaq proposal. If any of those proposals are not approved, we will not consummate the Transactions.

The vote of stockholders is important. Stockholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/consent solicitation statement/prospectus.

Q.     Why is Edify proposing the Merger?

A.     Edify was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities.

On January 20, 2021, Edify completed its initial public offering of units, with each unit consisting of one share of its Edify’s Class A common stock and one-half of one warrant, each whole warrant to purchase one share of Edify’s Class A common stock at a price of $11.50, raising total gross proceeds of approximately $276,000,000. Since the Edify IPO, Edify’s activity has been limited to the evaluation of business combination candidates.

On December 21, 2022, Edify held a special meeting of its stockholders at which the stockholders approved a proposal to amend our Amended and Restated Certificate of Incorporation (the “First Charter Amendment”) to allow Edify to extend the date by which Edify must consummate a business combination from January 20, 2023 (the date that is 24 months from the closing date of the Edify IPO) to April 20, 2023 (the date that is 27 months from the closing date of the Edify IPO) and on a monthly basis up to three times from April 20, 2023 to July 20, 2023 (the date that is 30 months from the closing date of the Edify IPO) by (i) depositing $225,000 into the trust account for the three month extension from January 20, 2023 to April 20, 2023 and (ii) depositing $75,000 into the trust account for each subsequent one-month extension from April 20, 2023 to July 20, 2023. On January 20, 2023, Edify made a cash contribution of $225,000 to the trust account for the extension from January 20, 2023 to April 20, 2023. In addition, the stockholders elected to redeem an aggregate of 25,912,336 shares of Edify’s Class A common stock in connection with the First Charter Amendment. As a result, an aggregate of $261,561,217 (or approximately $10.09 per share) was removed from the trust account to pay such stockholders and 1,687,664 shares of Edify’s Class A common stock were then issued and outstanding following such redemption. Edify subsequently made monthly cash contributions of $75,000 to the trust account to extend the date by which Edify must consummate a business combination from April 20, 2023 to July 20, 2023.

On July 20, 2023, Edify held a special meeting of its stockholders at which the stockholders approved a proposal to amend our Amended and Restated Certificate of Incorporation (the “Second Charter Amendment”) to allow Edify to extend the date by which Edify must consummate a business combination from July 20, 2023 (the date that is 30 months from the closing date of the Edify IPO) to October 20, 2023 (the date that is 33 months from the closing date of the Edify IPO) (the “Amended Date”) 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 Edify IPO) by (i) depositing $225,000 into the trust account for the three month extension from July 20, 2023 to the Amended Date (the “Initial Extension”) and (ii) depositing $75,000 into the trust account for each subsequent one-month extension from the Amended Date to January 20, 2024. On July 20, 2023, Edify made a cash contribution of $225,000 to the trust account for the Initial Extension. In addition, the stockholders elected to redeem an aggregate of 697,235 shares of Edify’s Class A common stock in connection with the Second Charter Amendment. As a result, an aggregate of $7,488,538.44 (or approximately $10.74 per share) was removed from the trust account to pay such stockholders and 990,429 shares of Edify’s Class A common stock were then issued and outstanding following such redemption. As of [•], 2023, there was approximately $[•] held in the trust account.

The Edify Board conducted extensive due diligence on Unique Logistics’ business, financial condition, management team, and future growth prospects in executing upon and achieving its business plan. The Edify Board considered the results of the diligence review, including [_]. As a result, Edify believes that a business combination with Unique Logistics will provide Edify stockholders with an opportunity to participate in the ownership of a company with significant growth potential. Please see the section titled “Proposal No. 1 — The Merger Proposal — The Edify Board of Directors’ Reasons for Approval of the Transactions.”

Q.     Why is Edify providing stockholders with the opportunity to vote on the Merger?

A.     Under Edify’s current certificate of incorporation, it must provide all holders of public shares with the opportunity to have their public shares redeemed upon the consummation of its initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, Edify has elected to provide its stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, Edify is seeking to obtain the approval of its stockholders of the Merger proposal in order to allow Edify’s public stockholders to effectuate redemptions of their public shares in connection with the closing of the business combination.

Q.     What happens if I sell my shares of Edify’s Class A common stock before the special meeting?

A.     The record date for the special meeting is earlier than the date that the business combination is expected to be completed. If you transfer your shares of Edify’s Class A common stock after the record date, but before the special meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting. However, you will not be able to seek redemption of your shares of Edify’s Class A common stock because you will no longer be able to deliver them for cancellation upon consummation of the business combination. If you transfer your shares of Edify’s Class A common stock prior to the record date, you will have no right to vote those shares at the special meeting or redeem those shares for a pro rata portion of the proceeds held in our trust account.

Q.     What constitutes a quorum at the special meeting?

A.     A majority of the voting power of all issued and outstanding shares of common stock entitled to vote as of the record date at the special meeting must be present via the virtual meeting platform, or represented by proxy, at the special meeting to constitute a quorum and in order to conduct business at the special meeting. Abstentions will be counted as present for the purpose of determining a quorum. As of the record date for the special meeting, [•] shares of our common stock would be required to be present at the special meeting to achieve a quorum.

Edify’s bylaws permit the chair of the special meeting to adjourn the special meeting, whether or not there is a quorum, to a later date, time, and place. Notice of such adjournment need not be given if the date, time, and place (or means of remote communication, if any) of the adjourned meeting are announced at the special meeting.

Q.     What vote is required to approve the proposals presented at the special meeting?

A.     The Merger proposal requires the affirmative vote of a majority of all shares of Edify common stock outstanding and entitled to vote thereon. Accordingly, if a valid quorum is established, an Edify stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the Merger proposal will have the same effect as a vote “against” such proposal.

The approval of each of the governance proposal (which is a non-binding advisory vote), the incentive plan proposal, the Nasdaq proposal and the adjournment proposal require the affirmative vote of a majority of the votes cast by holders of outstanding shares of Edify’s common stock present at the special meeting by attendance via the virtual meeting website or represented by proxy and entitled to vote at the special meeting. Accordingly, if a valid quorum is established, an Edify stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the governance proposal, the incentive plan proposal, the Nasdaq proposal and the adjournment proposal will have no effect on the outcome of such proposals.

The approval of the charter proposal requires the affirmative vote of holders of at least 65% of all outstanding shares of Edify’s Class A common stock and Edify’s Class B common stock on the record date, voting together as a single class, and the affirmative vote of holders of a majority of Edify’s Class A common stock voting as a separate class. Accordingly, if a valid quorum is established, an Edify stockholder’s failure to vote by proxy or to vote at the special meeting, or to abstain from voting, on the charter proposal will have the same effect as a vote “against” such proposal.

Directors are elected by a plurality of all of the votes cast by holders of shares of Edify’s common stock present at the special meeting by attendance via the virtual meeting website or represented by proxy and entitled to vote thereon at the special meeting. This means that the [_] director nominees who receive the most

affirmative votes will be elected. Edify stockholders may not cumulate their votes with respect to the election of directors. Accordingly, if a valid quorum is established, an Edify stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the director election proposal will have no effect on such proposal.

Q.     How many votes do I have at the special meeting?

A.     Our stockholders are entitled to one vote on each proposal presented at the special meeting for each share of common stock held of record as of [•], 2023, the record date for the special meeting. As of the close of business on the record date, there were [•] outstanding shares of our common stock.

Q.     Why is Edify proposing the governance proposal?

A.     As required by applicable SEC guidance, Edify is requesting that its stockholders vote upon, on a non-binding advisory basis, a proposal to approve certain governance provisions contained in the second amended and restated certificate of incorporation that materially affect stockholder rights. This separate vote is not otherwise required by Delaware law separate and apart from the charter proposal, but pursuant to SEC guidance, Edify is required to submit these provisions to its stockholders separately for approval. However, the stockholder vote regarding this proposal is an advisory vote and, therefore, is not binding on Edify and the Edify Board (separate and apart from the approval of the charter proposal). Furthermore, the business combination is not conditioned on the separate approval of the governance proposal (separate and apart from approval of the charter proposal). Please see the section titled “Proposal No. 3 — The Governance Proposal.”

Q.     Do I have redemption rights?

A.     If you are a holder of public shares, you have the right to demand that Edify redeem such shares for a pro rata portion of the cash held in the trust account. Edify sometimes refers to these rights to demand redemption of the public shares as “redemption rights.”

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption with respect to more than 15% of the public shares. Accordingly, Edify will not redeem any public shares in excess of 15% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group.”

Under Edify’s current certificate of incorporation, it may consummate the Merger only if Edify has at least $5,000,001 of net tangible assets after giving effect to all holders of public shares that properly demand redemption of their shares for cash.

Q.     How do I exercise my redemption rights?

A.     If you are a holder of public shares and wish to exercise your redemption rights, you must demand that Edify redeem your shares for cash no later than the second business day preceding the vote on the Merger proposal by delivering your stock to Edify’s transfer agent physically or electronically using Depository Trust Company’s DWAC (Deposit and Withdrawal at Custodian) system prior to the vote at the special meeting. Any holder of public shares will be entitled to demand that such holder’s shares be redeemed for a full pro rata portion of the amount then in the trust account (which, for illustrative purposes, was approximately $[•] or $[•] per share, as of [•], 2023, the record date for the special meeting). Edify will pay such amount, less any owed but unpaid taxes on the funds in the trust account, promptly upon consummation of the business combination. However, under Delaware law, the proceeds held in the trust account could be subject to claims that could take priority over those of Edify’s public stockholders exercising redemption rights, regardless of whether such holders vote for or against the Merger proposal. Therefore, the per-share distribution from the trust account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the Merger proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the Merger proposal at the special meeting. If you deliver your shares for redemption to Edify’s transfer agent and later decide prior to the special meeting not to elect redemption, you may request that Edify’s transfer agent return the shares (physically or electronically). You may make such request by contacting Edify’s transfer agent at the address listed at the end of this section.

Any corrected or changed proxy card or written demand of redemption rights must be received by Edify’s transfer agent prior to the vote taken on the Merger proposal at the special meeting. No demand for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent prior to the vote at the special meeting.

If a redemption demand is properly made as described above, then, if we consummate the Merger, Edify will redeem these shares for a pro rata portion of funds deposited in the trust account. If you exercise your redemption rights, then you will be exchanging your shares of Edify’s common stock for cash.

Q.     What are the U.S. federal income tax consequences of exercising my redemption rights?

A.     In the event that a U.S. Holder (as defined in “Material U.S. Federal Income Tax Consequences”) elects to redeem its shares of Edify’s Class A common stock for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale or exchange of the shares of Edify’s Class A common stock under Section 302 of the Internal Revenue Code of 1986, as amended (the “Code”), or is treated as a distribution under Section 301 of the Code. Whether the redemption qualifies as a sale or exchange or is treated as a distribution will depend on the facts and circumstances of each particular U.S. Holder at the time such U.S. Holder exercises his, her, or its redemption rights. If the redemption qualifies as a sale or exchange of the shares of Edify’s Class A common stock, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the shares of Edify’s Class A common stock surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the shares of Edify’s Class A common stock redeemed exceeds one year. The deductibility of capital losses is subject to limitations. See “Material U.S. Federal Income Tax Consequences — Material U.S. Federal Income Tax Consequences of Exercising Redemption Rights” for a more detailed discussion of the U.S. federal income tax consequences of a U.S. Holder electing to redeem its shares of Edify’s Class A common stock for cash.

Q.     How do the public warrants differ from the private placement warrants and what are the related risks for any public warrant holders post business combination?

A.     The public warrants are identical to the private placement warrants, except that so long as they are held by the Sponsor or any of its permitted transferees, the private placement warrants (i) may be exercised for cash or on a cashless basis in accordance with the terms of the warrant agreement, (ii) may not be transferred, assigned or sold until 30 days after Edify’s completion of an initial business combination, and (iii) are not be redeemable by Edify.

Following the Closing, the Combined Company may redeem your public warrants prior to their exercise at a time that is disadvantageous to you. The Combined Company will have the ability to redeem outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per public warrant, provided that the closing price of the Combined Company’s Common Stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading day period ending on the third trading day prior to proper notice of such redemption, provided that certain other conditions are met. If and when the public warrants become redeemable by the Combined Company, it may exercise the redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, the Combined Company may redeem the public warrants as set forth above even if the holders are otherwise unable to exercise the public warrants. Redemption of the outstanding public warrants could force you (i) to exercise your public warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your public warrants at the then-current market price when you might otherwise wish to hold your public warrants or (iii) to accept the nominal redemption price which, at the time the outstanding public warrants are called for redemption, is likely to be substantially less than the market value of your warrants.

If a registration statement covering the shares of common stock issuable upon exercise of the public warrants is not effective within 60 days from the consummation of Edify’s initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Combined Company shall have failed to maintain an effective registration statement, exercise the public warrants on a

cashless basis pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act provided that such exemption is available. If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis.

Historical trading prices for shares of Edify’s Class A common stock have varied between a low of approximately $[_] per share on [_], 2021 to a high of approximately $[_] per share on [_], 2023 but have not approached the $18.00 per share threshold for redemption (which, as described above, would be required for 20 trading days within a 30 trading-day period after they become exercisable and prior to their expiration, at which point the public warrants would become redeemable). In the event that, after the Transactions, the Combined Company elects to redeem all of the redeemable warrants as described above, the Combined Company will fix a date for the redemption. Notice of redemption will be mailed by first class mail, postage prepaid, by the Combined Company not less than 30 days prior to the redemption date to the registered holders of the public warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the Warrant Agreement dated January 14, 2021, between Edify and Continental Stock Transfer & Trust Company, as warrant agent, shall be conclusively presumed to have been duly given whether or not the registered holder received such notice. In addition, beneficial owners of the redeemable warrants will be notified of such redemption by our posting of the redemption notice to the Depository Trust Corporation. Please see “Risk Factors — Even if Edify consummates the Business Combination, there can be no assurance that the public warrants will be in the money during their exercise period, and they may expire worthless” and “Risk Factors — Edify may redeem unexpired warrants, in accordance with their terms, prior to their exercise at a time that is disadvantageous to holders of warrants” for more information.

Q.     Do I have appraisal rights if I object to the proposed business combination?

A.     No. Neither Edify stockholders nor its unit or warrant holders have appraisal rights in connection with the business combination under the DGCL. Please see the section titled “Special Meeting of Edify Stockholders — Appraisal Rights.”

Q.     What happens to the funds deposited in the trust account after consummation of the business combination?

A.     Edify placed the net proceeds of the Edify IPO, a total of $276,000,000, in the trust account immediately following the closing of the Edify IPO. On December 21, 2022, Edify held a special meeting of its stockholders at which its stockholders approved the First Charter Amendment. On January 20, 2023, Edify made a cash contribution of $225,000 to the trust account for the extension from January 20, 2023 to April 20, 2023. In addition, the stockholders elected to redeem an aggregate of 25,912,336 shares of Edify’s Class A common stock in connection with the First Charter Amendment. As a result, an aggregate of $261,561,217 (or approximately $10.09 per share) was removed from the trust account to pay such stockholders and 1,687,664 shares of Edify’s Class A common stock were then issued and outstanding following such redemption. Edify subsequently made monthly cash contributions of $75,000 to the trust account to extend the date by which Edify must consummate a business combination from April 20, 2023 to July 20, 2023. On July 20, 2023, Edify held a special meeting of its stockholders at which the stockholders approved the Second Charter Amendment, which allows Edify to extend the date by which Edify must consummate a business combination from July 20, 2023 (the date that is 30 months from the closing date of the Edify IPO) to October 20, 2023 (the date that is 33 months from the closing date of the Edify IPO) 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 Edify IPO) by (i) depositing $225,000 into the trust account for the three month extension from July 20, 2023 to the Amended Date and (ii) depositing $75,000 into the trust account for each subsequent one-month extension from the Amended Date to January 20, 2024. On July 20, 2023, Edify made a cash contribution of $225,000 to the trust account for the Initial Extension. In addition, the stockholders elected to redeem an aggregate of 697,235 shares of Edify’s Class A common stock in connection with the Second Charter Amendment. As a result, an aggregate of $7,488,538.44 (or approximately $10.74 per share) was removed from the trust account to pay such stockholders and 990,429 shares of Edify’s Class A common stock were then issued and outstanding following such redemption. See “— Why is Edify proposing the business combination?” for additional details. As of [•], 2023, the record date for the special meeting, there was

approximately $[•] held in the trust account. After consummation of the Merger, the funds in the trust account will be used to pay holders of the public shares who exercise redemption rights, to pay fees and expenses incurred in connection with the business combination (including the deferred underwriting commissions).

Q.     What happens if a substantial number of public stockholders vote in favor of the Merger proposal and exercise their redemption rights?

A.     Edify’s public stockholders may vote in favor of the business combination and still exercise their redemption rights. Accordingly, the business combination may be consummated even though the funds available from the trust account and the number of public stockholders are substantially reduced as a result of redemptions by public stockholders.

Q.     What happens if the business combination is not consummated?

A.     If Edify does not complete the business combination with Unique Logistics for whatever reason, Edify would search for another target business with which to complete a business combination. If Edify does not complete a business combination with Unique Logistics or another target business by October 20, 2023 (or January 20, 2024 if Edify has extended the deadline for completing a business combination by a month by contributing $75,000 to the trust account in accordance with the current certificate of incorporation), Edify must redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the amount then held in the trust account divided by the number of outstanding public shares. The Sponsor and the Insiders have no redemption rights in the event a business combination is not effected in the completion window, and, accordingly, their founder shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to Edify’s outstanding warrants. Accordingly, the warrants will be worthless.

Q.     How does the Sponsor intend to vote on the proposals?

A.     The Sponsor owns of record and is entitled to vote an aggregate of 87.4% of the outstanding shares of Edify’s common stock as of the record date. The Sponsor and the Insiders have agreed to vote any founder shares and any public shares held by them as of the record date, in favor of the Transactions. The Sponsor and Insiders may have interests in the Transactions that may conflict with your interests as a stockholder, see the sections titled “Summary of the Proxy Statement/Consent Solicitation Statement/Prospectus — Interests of Certain Persons in the Merger” and “Proposal No. 1 — The Merger Proposal — Interests of Certain Persons in the Merger.”

Q.     What do I need to do now?

A.     Edify urges you to read carefully and consider the information contained in this proxy statement/consent solicitation statement/prospectus, including the Annexes, and to consider how the business combination will affect you as a stockholder and/or warrant holder of Edify. Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/consent solicitation statement/prospectus and on the enclosed proxy card, or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or other nominee.

Q.     How do I vote?

A.     The special meeting will be held via live webcast at [•] a.m. Eastern Time, on [•], 2023. The special meeting can be accessed by visiting [•], where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication.

If you are a holder of record of Edify’s common stock on [•], 2023, the record date for the special meeting, you may vote at the special meeting via the virtual meeting platform or by submitting a proxy for the special meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote, obtain a proxy from your broker, bank or nominee.

Q.     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A.     No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-routine matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. We believe that the proposals presented to the stockholders at the special meeting will be considered non-routine and, therefore, your broker, bank or nominee cannot vote your shares without your instruction on any of the proposals presented at the special meeting. If you do not provide instructions with your proxy, your broker, bank or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a broker, bank or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the special meeting. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q.     How will a broker non-vote impact the results of each proposal?

A.     Broker non-votes will count as a vote “AGAINST” the charter proposal but will not have any effect on the outcome of any other proposals.

Q.     May I change my vote after I have mailed my signed proxy card?

A.     Yes. Stockholders of record may send a later-dated, signed proxy card to Edify’s transfer agent at the address set forth at the end of this section so that it is received prior to the vote at the special meeting or attend the special meeting and vote. Stockholders also may revoke their proxy by sending a notice of revocation to Edify’s transfer agent, which must be received prior to the vote at the special meeting.

Q.     What happens if I fail to take any action with respect to the special meeting?

A.     If you fail to take any action with respect to the special meeting and the business combination is approved by stockholders, the business combination will be consummated in accordance with the terms of the Merger Agreement. If you fail to take any action with respect to the special meeting and the business combination is not approved, we will not consummate the business combination.

Q.     What will happen if I sign and return my proxy card without indicating how I wish to vote?

A.     Signed and dated proxies that Edify receives without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders at the special meeting. The proxyholders may use their discretion to vote on any other matters that properly come before the special meeting.

Q.     What should I do if I receive more than one set of voting materials?

A.     Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/consent solicitation statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares of Edify’s common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares of Edify’s common stock.

This proxy statement/consent solicitation statement/prospectus and its annexes contain important information about the proposed Transactions. You should read this proxy statement/consent solicitation statement/prospectus and its annexes carefully and in their entirety.

Q.     What vote is required to approve the Merger Agreement, the plan of merger set forth in the Merger Agreement, and the Transactions?

A.     The approval of the Merger Agreement, the plan of merger set forth in the Merger Agreement, and the Transactions requires the consent of a majority of the voting power of the Unique Logistics stockholders, with the holders of Unique Logistics Series A Convertible Preferred Stock and Unique Logistics Series B Convertible Preferred Stock voting together with the holders of the Unique Logistics Common Stock on an as-converted basis. Therefore, if you fail to execute and return your written consent, or otherwise withhold your written consent, it will have the same effect as voting against such approval. As further discussed below in this proxy statement/consent solicitation statement/prospectus, however, Unique Logistics stockholders holding shares of Unique Logistics Common Stock and Unique Logistics Convertible Preferred Stock sufficient to approve the Merger Agreement, the plan of merger set forth in the Merger Agreement, and the Transactions have entered into Voting and Support Agreements whereby they have agreed to consent to the approval of the Merger Agreement and the Transactions. As a result, assuming such Unique Logistics stockholders comply with their obligations under such Voting and Support Agreements, approval of the Merger Agreement, the plan of merger set forth in the Merger Agreement, and the Transactions by Unique Logistics stockholders is assured.

Q.     What do I need to do now?

A.      Unique Logistics urges you to read carefully and consider the information contained in this proxy statement/consent solicitation statement/prospectus, including the Annexes, and to consider how the Merger will affect you as a Unique Logistics stockholder. Stockholders should then review and execute the enclosed written consent and return it promptly to Unique Logistics by one of the means described in the section of this proxy statement/consent solicitation statement/prospectus titled “Unique Logistics’ Solicitation of Written Consents.” If you hold your shares through a brokerage firm, bank or other nominee, please follow the instructions provided by such brokerage firm, bank or other nominee to instruct them regarding the provision of a written consent; please contact your brokerage firm, bank or other nominee if you have not received instructions from them in this regard.

Q.     May I change my vote after I have submitted by written consent?

A.     No, the written consents are irrevocable.

Q.     Do I have appraisal or dissenter’s rights if I object to the proposed Merger?

A.      Under Section 92A.380 of the NRS, if the Merger is completed, subject to compliance with the requirements of Sections 92A.300 to 92A.500 of the NRS, Unique Logistics stockholders will have the right to dissent and demand payment in an amount that the Combined Company estimates to be the fair value of their shares of Unique Logistics Common Stock or Unique Logistics Convertible Preferred Stock. Each dissenter will then have the right to contest the Combined Company’s estimate of fair value. In order to exercise your dissenters’ rights, you must demand payment in writing no later than 30 days after the mailing of this proxy statement/consent solicitation statement/prospectus and comply precisely with other procedures set forth in Sections 92A.300 to 92A.500 of the NRS, which are included as Annex I to this proxy statement/consent solicitation statement/prospectus. This proxy statement/consent solicitation statement/prospectus shall constitute notice to you from Unique Logistics of the availability of dissenters’ rights under Sections 92A.300 to 92A.500 of the NRS.

Q.     Will holders of Unique Logistics Common Stock be subject to U.S. federal income tax on the shares of Edify’s Class A common stock that they receive in the Merger?

A.     As discussed more fully in the section titled “Material U.S. Federal Income Tax Consequences Tax Considerations — U.S. Federal Income Tax Consequences of the Merger to U.S. Holders of Unique Logistics Common Stock,” the Merger has been structured to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Assuming the Merger qualifies as a transaction under Section 368(a) of the Code, U.S. holders (as defined below) should generally not recognize gain or loss for U.S. federal income tax purposes with respect to the shares that they own as a result of the Merger.

Q.     What happens if the Merger is not completed?

A.     If Unique Logistics and Edify do not complete the Merger, Unique Logistics will remain an independent company and you will continue to hold the shares of Unique Logistics Common Stock and Unique Logistics Convertible Preferred Stock that you currently own.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/consent solicitation statement/prospectus includes statements that express Edify’s and Unique Logistics’ opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this proxy statement/consent solicitation statement/prospectus and include statements regarding our intentions, beliefs or current expectations concerning, among other things, the Transactions, the benefits of the Transactions, results of operations, financial condition, liquidity, prospects, growth, and strategies, projections of earnings, revenue or other financial items, statements of the plans, strategies, goals and objectives of management for future operation and growth, and any statements concerning proposed new products and services or developments thereof. Such forward-looking statements are based on available current market material and Edify’s and Unique Logistics’ current expectations, beliefs and forecasts concerning future developments and their potential effects on the Transactions, Unique Logistics and Edify. Factors that may impact such forward-looking statements include:

•        difficulties related to Unique Logistics’ recent purchase of the equity in eight subsidiaries of ULHK, including the ability to integrate the business and operations of these subsidiaries with Unique Logistics’ existing business and operations, the failure to realize the anticipated benefits of such purchase, and unanticipated problems that may develop as a result of Unique Logistics not owning 100% of the purchased entities;

•        changes in domestic and foreign business, market, financial, political and legal conditions;

•        the inability of the parties to successfully or timely consummate the Transactions, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the Combined Company or the expected benefits of the Transactions or that the approval of the stockholders of Edify or Unique Logistics is not obtained;

•        the outcome of any legal proceedings that may be instituted against Unique Logistics or Edify in connection with the Transactions;

•        failure to realize the anticipated benefits of the Transactions;

•        risks relating to the uncertainty of the projected financial information with respect to Unique Logistics;

•        the effects of competition on Unique Logistics’ future business;

•        Unique Logistics’ ability to effectively manage its growth and recruit and retain key employees, including its chief executive officer and executive team;

•        Unique Logistics’ ability to manage expenses;

•        the amount of redemption requests made by Edify’s public stockholders;

•        the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries;

•        the impact of the global COVID-19 pandemic on Unique Logistics, Edify, the Combined Company’s projected results of operations, financial performance or other financial metrics, or on any of the foregoing risks;

•        other factors disclosed in this proxy statement/consent solicitation statement/prospectus; and

•        those factors discussed in Edify’s and Unique Logistics’ Annual Reports on Form 10-K under the heading “Risk Factors,” and other documents that Edify and Unique Logistics have filed or file in the future, with the SEC.

RISK FACTORS

Edify and Unique Logistics stockholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/consent solicitation statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the proposals or to provide the requested written consent, respectively, as described in this proxy statement/consent solicitation statement/prospectus. The following risk factors that apply to the business and operations of Unique Logistics will also apply to the business and operations of the Combined Company following the completion of the Merger. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect our ability to complete or realize the anticipated benefits of the business combination, and may have an adverse effect on the business, cash flows, financial condition and results of operations of the Combined Company. Edify, Unique Logistics, and/or the Combined Company may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, that may also impair Edify’s, Unique Logistics’ or the Combined Company’s business or financial condition. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.

Risks Related to Unique Logistics’ Industry and Business Environment

Unique Logistics’ dependence on third-party service providers may adversely impact the delivery and quality of its services, and as a result its business and operating results.

As a non-asset based provider of global logistics services, Unique Logistics depends on a variety of asset-based service providers, including air, ocean and ground freight carriers, to provide equipment and services necessary to operate its business. The quality and profitability of Unique Logistics’ services depend upon effective selection and oversight of its service providers, and therefore its dependence on third parties may impact the delivery and quality of its transportation and logistics services. Such third parties may not fulfill their obligations to Unique Logistics, or Unique Logistics’ relationship with these parties may change, which may prevent it from meeting its commitments to its customers. In addition, if Unique Logistics is unable to secure sufficient equipment or other transportation services from third parties to meet its commitments to its customers, its operating results could be materially and adversely affected, and its customers could switch to using its competitors, either temporarily or permanently, for their transportation logistics needs. Many of these risks are beyond Unique Logistics’ control, including:

•        shortages in available cargo capacity or availability, including from the continuing impacts of the COVID-19 pandemic, continuing industry consolidation among ocean freight carriers, or changes in the financial stability or operating capabilities of carriers;

•        changes by carriers and transportation companies in policies and practices such as scheduling, pricing, payment terms and frequency of service;

•        changes in regulations impacting transportation;

•        disruptions in the supply or cost of fuel;

•        increases in taxes or the cost of labor;

•        the introduction of alternative means of transporting freight; and

•        unanticipated changes in freight markets.

In addition, any determination that Unique Logistics’ third-party carriers have violated laws and regulations could seriously damage its reputation and brand, resulting in diminished revenue and profit and increased operating costs.

Further, when market demand significantly exceeds available capacity in a given market, which was, for example, the case for various services and markets in 2021 during the post-Covid market recovery, Unique Logistics may not always be able to find acceptable transportation or other service solutions to meet its customers’ needs or the routing and delivery of freight may be subject to delays that are outside of its control.

If any of these risks occur, it could have a material adverse effect on Unique Logistics’ business, results of operations and financial condition.

Economic recessions and other factors that reduce freight volumes could have a material adverse impact on Unique Logistics’ business.

The transportation industry historically has experienced cyclical fluctuations in financial results due to economic recessions, downturns in business cycles of customers, interest rate fluctuations, currency fluctuations, inflation pressures, and other economic factors beyond Unique Logistics’ control. Deterioration in the economic environment subjects Unique Logistics’ business to various risks that may have a material impact on its operating results and cause it to not reach its long-term growth goals, including the following:

•        Decrease in volumes:    a reduction in overall freight volumes in the marketplace could reduce Unique Logistics’ opportunities for growth. In addition, if a downturn in Unique Logistics’ customers’ business cycles causes a reduction in the volume of freight shipped by those customers, its operating results could be adversely affected;

•        Credit risk and working capital:    some of Unique Logistics’ customers may face economic difficulties and may not be able to pay their dues to Unique Logistics, and some may go out of business. In addition, some customers may not pay Unique Logistics as quickly as they have in the past, which could cause its working capital needs to increase;

•        Transportation provider failures:    a significant number of Unique Logistics’ transportation providers may go out of business and it may be unable to secure sufficient equipment or other transportation services to meet its commitments to its customers; and

•        Expense management:    Unique Logistics may not be able to appropriately adjust its expenses to changing market demands. In order to maintain high variability in Unique Logistics’ business model, it is necessary to adjust staffing levels to changing market demands. In periods of rapid change, it is more difficult to match Unique Logistics’ staffing level to its business needs. In addition, Unique Logistics has other primarily variable expenses that are fixed for a period of time, and it may not be able to adequately adjust them in a period of rapid change in market demand.

In addition, volatile market conditions can create situations where rate increases charged by carriers and other service providers are implemented with little or no advance notice. Unique Logistics often cannot pass these rate increases on to its customers in the same timeframe, if at all, which could negatively impact Unique Logistics’ yields and margins.

Higher carrier prices may result in decreased gross profit margin and increases in working capital.

Carriers can be expected to charge higher prices if market conditions warrant, including increased costs of fuel, labor shortages, increased shipping times due to supply chain disruption or in order to cover higher operating costs. Unique Logistics’ gross profits and income from operations may decrease if it is unable to pass these cost increases on to its customers. In some instances where Unique Logistics has entered into contract freight rates with customers, if market conditions change and those contracted rates are below market rates, it may be required to provide transportation services at a loss.

Climate change, including measures to address climate change, could adversely impact Unique Logistics’ business and financial results.

The long-term effects of climate change are difficult to predict and may be widespread. The potential impacts of climate change may subject Unique Logistics and its business to various risks, including physical risks (such as rising sea levels, which could affect port operations or frequency and severity of extreme weather conditions, which could disrupt its operations and damage cargo and its facilities), compliance costs and transition risks

(such as increased regulation and taxation to support carbon emissions reduction investments), reputational and strategic risks due to shifts in customer demands (such as customers requiring more fuel-efficient transportation modes or transparency to carbon emissions in their supply chains), customer contractual requirements around environmental initiatives, and other adverse effects. While Unique Logistics’ non-asset-based model gives it some flexibility and ability to change locations, modes, and carriers based on evolving operating conditions, such impacts may disrupt its operations by adversely affecting its ability to procure services that meet regulatory or customer requirements, depending on the availability of sufficient appropriate logistics solutions, and may negatively affect its results of operations, cash flows and financial condition. Further, there is no assurance that alternative locations, modes, and carriers that are not so affected will be available or have adequate capacity.

In addition, the increasing public and political concern over climate change has resulted and may continue to result in more legal or regulatory requirements relating to climate change, including regulating greenhouse gas emissions, restrictions on modes of transportation, alternative energy policies, and sustainability initiatives. If legislation or regulations are enacted or promulgated in any jurisdictions in which Unique Logistics operates, that impose more stringent restrictions and requirements than its current legal or regulatory obligations, Unique Logistics may experience disruptions in, or increases in the costs associated with delivering, its services, which may negatively affect its operations, operating results, cash flows, and financial condition.

Unique Logistics operates in a competitive environment.

Competition in the transportation services industry is intense and Unique Logistics expects it to remain so for the foreseeable future. Many of Unique Logistics’ competitors have longer operating histories, greater name recognition, more employees, and significantly greater financial, technical, marketing, public relations and distribution resources than Unique Logistics does. The competitive environment may reduce Unique Logistics’ market opportunity and require it to make changes in its pricing or marketing to maintain and extend its current brand and market position. Price concessions or the emergence of other pricing or distribution strategies of competitors may diminish Unique Logistics’ revenues, impact its margins, or lead to a reduction in its market share, any of which will harm Unique Logistics’ business, prospects, and results of operations.

Unique Logistics’ earnings may be affected by seasonal changes in the transportation industry.

Results of operations for Unique Logistics’ industry generally show a seasonal pattern as customers reduce shipments during and after the winter holiday season. Historically, income from operations and earnings are lower in the first calendar quarter (which, based on its fiscal year-end of May 31, occurs during Unique Logistics’ third and fourth fiscal quarters) than in the other three quarters. Unique Logistics believes that this historical pattern has been the result of, or influenced by, numerous factors, including national holidays, weather patterns, consumer demand, economic conditions, and other similar and subtle forces. Although seasonal changes in the transportation industry have not had a significant impact on Unique Logistics’ cash flow or results of operations, Unique Logistics expects this trend to continue and it cannot guarantee that the seasonal changes will not adversely impact it in the future. The transportation industry may also be significantly impacted by disruptions such as port congestion and the availability of transportation equipment, as well as factors such as labor shortages, fuel prices, shifts in consumer demand toward more locally sourced products, and regulatory changes. These disruptions may impact the growth rates within the global logistics industry and Unique Logistics’ ability to provide transportation services for its customers, each of which may adversely impact its results of operations and operating cash flows.

Risks Related to Unique Logistics and its Operations

Unique Logistics relies on technology to operate its business.

Unique Logistics’ continued success is dependent on its systems continuing to operate and to meet the changing needs of its customers and users. The continued automation of existing processes and usage of third-party technology and cloud network capacity will require adaptation and adjustments that may increase Unique Logistics’ exposure to cybersecurity risks and system availability reliance. Unique Logistics relies on its technology staff and vendors to successfully implement changes to and maintain its operating systems in an efficient manner. If it fails to maintain, protect, update, and enhance its operating systems, Unique Logistics may be at a competitive disadvantage and lose customers.

As demonstrated by recent material and high-profile data security breaches, computer malware, viruses, and computer hacking and phishing attacks have become more prevalent, have occurred on Unique Logistics’ systems in the past, and may occur on Unique Logistics’ systems in the future. Previous attacks on Unique Logistics’ systems have not had a material financial impact on its operations, but Unique Logistics cannot guarantee that future attacks will have little to no impact on its business.

Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, a significant impact on the performance, reliability, security, and availability of Unique Logistics’ systems and technical infrastructure to the satisfaction of its users may harm Unique Logistics’ reputation, impair its ability to retain existing customers or attract new customers, and expose it to legal claims and government action, each of which could have a material adverse impact on Unique Logistics’ financial condition, results of operations, and growth prospects.

Difficulty in forecasting timing or volumes of customer shipments or rate changes by carriers could adversely impact Unique Logistics’ margins and operating results.

Unique Logistics is not aware of any accurate means of forecasting short-term customer requirements. Long-term customer satisfaction, however, depends upon Unique Logistics’ ability to meet these unpredictable short-term customer requirements. Personnel costs, Unique Logistics’ single largest expense, are always less flexible in the very near term as Unique Logistics must staff to meet uncertain demand. As a result, its short-term operating results could be disproportionately affected.

A significant portion of Unique Logistics’ revenues is derived from customers whose shipping patterns are tied closely to consumer demand and from customers in industries whose shipping patterns are dependent upon just-in-time shipping schedules. Therefore, the timing of Unique Logistics’ revenues is, to a large degree, impacted by factors out of its control, such as a sudden change in consumer demand for retail goods, changes in trade tariffs, labor disruptions at ports, airports, terminals and rail, product launches and/or manufacturing production delays. Additionally, many customers ship a significant portion of their goods at or near the end of a quarter and, therefore, Unique Logistics may not learn of a shortfall in revenues until late in a quarter. To the extent that Unique Logistics’ did not expect a shortfall in revenues or earnings, any such shortfall could have an immediate and adverse effect on the trading price of Unique Logistics Shares.

Volatile market conditions, such as those following the onset of the COVID-19 pandemic, can create situations where carriers and other service providers implement rate increases with little or no advance notice. Unique Logistics often cannot pass these rate increases on to its customers in the same time frame, if at all. As a result, Unique Logistics’ yields and margins have been and may in the future be negatively impacted by the effects of volatile market conditions.

Any reduction in international commerce or disruption in global trade may adversely impact Unique Logistics’ business and operating results.

Unique Logistics provides services primarily to customers engaged in international commerce. As a result, everything that affects international trade has the potential to impact Unique Logistics’ business and adversely impact its operating results. Factors that influence international trade, which are outside of Unique Logistics’ control, include the following:

•        currency exchange rates and currency control regulations;

•        interest rate fluctuations;

•        changes and uncertainties in governmental policies and inter-governmental disputes, which could result in increased tariff rates, quota restrictions, trade barriers, and other restrictions;

•        changes in and application of international and domestic customs, trade, and security regulations;

•        wars, strikes, civil unrest, acts of terrorism, and other conflicts;

•        changes in labor and other costs;

•        labor disruptions at ports, airports, terminals and rail;

•        natural disasters and epidemics, pandemics, and other health emergencies;

•        changes in consumer attitudes regarding goods made in countries other than their own;

•        changes in the availability of credit;

•        changes in the price and readily available quantities of oil and other petroleum-related products; and

•        increased global concerns regarding working conditions and environmental sustainability.

The implementation of Unique Logistics’ business strategy will require significant capital expenditures and additional financing.

The implementation of Unique Logistics’ business strategy, including with respect to growth, will require significant expenditures of capital as well as additional financing and risks associated with interest rates. Unique Logistics may seek additional funds through equity or debt financings. Unique Logistics cannot offer any assurances that any such financings will be obtained on favorable terms, or at all. Equity financings could result in dilution to existing stockholders and debt financing could result in the imposition of significant financial and operational restrictions on Unique Logistics. Unique Logistics’ inability to access adequate capital on acceptable terms could have a material adverse effect on its business, prospects, results of operations, and financial condition.

Unique Logistics derives a significant portion of its total revenues and net revenues from a small number of customers.

Revenue from three major customers as a percentage of Unique Logistics’ total revenue was approximately 19% and 48%, respectively, for the years ended May 31, 2023 and May 31, 2022. The loss of one or more of these customers would reduce Unique Logistics’ revenue and net income to the extent where this loss would have a material adverse effect on its business and operating results.

Due to its dependence on a limited number of customers, Unique Logistics is subject to a concentration of credit risk.

As of May 31, 2023, three major customers represented approximately 7% of all accounts receivable and no single customer represented more than 10% of total accounts receivable.

The same three major customers represented approximately 21% of all accounts receivable, and no single customer represented more than 10% of total accounts receivable, as of May 31, 2022.

In the case of insolvency by one of Unique Logistics’ significant customers, Unique Logistics may not be able to collect, collect fully, or collect timely on its accounts receivable with respect to that customer, each of which could adversely affect Unique Logistics’ financial position. This concentration of credit risk makes Unique Logistics more vulnerable economically. The loss of any of these customers could materially reduce Unique Logistics’ revenues and net income, which could have a material adverse effect on its business.

Unique Logistics may not successfully manage its growth.

Unique Logistics intends to continue to grow rapidly and substantially, including by organic growth and expansion in existing markets, by making strategic acquisitions and by entering new markets. Unique Logistics may experience difficulties and higher-than-expected expenses in executing this strategy as a result of, among other things, unfamiliarity with new markets and changes in revenue and business models.

Unique Logistics’ growth will place a significant strain on its management as well as its operational and financial resources. Unique Logistics will need to continually improve existing procedures and controls as well as implement new transaction processing, operational and financial systems, and procedures and controls to expand, train and manage its employee base. Unique Logistics’ working capital needs will increase substantially as its operations grow. Failure to manage growth effectively, or obtain necessary working capital, could have a material adverse effect on Unique Logistics’ business, results of operations, cash flows, stock price, and financial condition.

Governmental, Regulatory, and Legal Risks

Unique Logistics is subject to a complex regulatory environment, and failure to comply with and adapt to these regulations could result in penalties or otherwise adversely impact its business.

Unique Logistics’ business is affected by ever-increasing regulations from a number of sources in the United States and in foreign locations in which it operates. Many of these regulations are complex and require varying degrees of interpretation, including those related to trade compliance, data privacy, employment, compensation and competition, and may require changes in Unique Logistics’ operating practices, influence the demand for, and the cost of providing, transportation services, and result in other unforeseen costs.

For example, in response to ongoing security threats, governments around the world are continuously enacting or updating security regulations. These regulations are multi-layered, increasingly technical in nature and characterized by a lack of harmonization of substantive requirements among various governmental authorities. Furthermore, the implementation of these regulations, including deadlines and substantive requirements, can be driven by regulatory urgencies rather than an industry’s realistic ability to comply.

Failure to consistently and timely comply with any applicable regulations, or the failure, breach or compromise of Unique Logistics’ policies and procedures or those of Unique Logistics’ service providers or agents, may result in increased operating costs, damage to Unique Logistics’ reputation, difficulty in attracting and retaining key personnel, restrictions on Unique Logistics’ operations, and/or fines and penalties. Further, Unique Logistics cannot predict the impact that future regulations may have on its business, and there can be no assurance that it will be able to pass on any increased costs resulting from new or changing regulations on to its customers in the form of rate increases or surcharges, and therefore its operations, revenues, and profitability may be materially and adversely affected as a result.

Unique Logistics’ contracted transportation providers are subject to increasingly stringent laws protecting the environment, including transitional risks relating to climate change, which could directly or indirectly have a material adverse effect on Unique Logistics’ business.

Future and existing environmental regulatory requirements, including evolving transportation technology, in the United States and abroad could adversely affect operations and increase operating expenses, which in turn could increase Unique Logistics’ purchased transportation costs. Unique Logistics may also incur expenses as a result of regulators requiring additional climate-related disclosures regarding its contracted transportation providers that may be labor-intensive to report on. Until the timing, scope, and extent of such possible regulation becomes known, Unique Logistics cannot predict its effect on its business, but if Unique Logistics is unable to pass such costs along to its customers, its business could be materially and adversely affected. Even without any new legislation or regulation, increased public concern regarding greenhouse gas emissions by transportation carriers could harm the reputations of companies operating in the transportation logistics industries and shift consumer demand toward more locally-sourced products and away from the services that Unique Logistics provides.

Unique Logistics’ international operations subject it to operational and financial risks.

Unique Logistics provides services within and between foreign countries on an increasing basis. Unique Logistics’ business outside of the United States is subject to various risks, including:

•        changes in tariffs, trade restrictions, trade agreements, and taxation;

•        difficulties in managing or overseeing foreign operations and agents;

•        limitations on the repatriation of funds because of foreign exchange controls;

•        different liability standards;

•        intellectual property laws of countries that do not protect Unique Logistics’ rights in its intellectual property, including, but not limited to, Unique Logistics’ proprietary information systems, to the same extent as the laws of the United States; and

•        issues related to non-compliance with laws, rules, and regulations in the countries in which Unique Logistics operates, including the U.S. Foreign Corrupt Practices Act and similar regulations. Failure to comply could result in reputational harm, substantial penalties, and operational restrictions.

The occurrence or consequences of any of these risks may restrict Unique Logistics’ ability to operate in the affected region and/or decrease the profitability of its operations in that region.

As Unique Logistics continues to expand its business internationally, it is exposed to increased risk of loss from foreign currency fluctuations and exchange controls, as well as longer accounts receivable payment cycles. Foreign currency fluctuations could result in currency exchange gains or losses or could affect the book value of Unique Logistics’ assets and liabilities. Furthermore, Unique Logistics may experience unanticipated changes to its income tax liabilities resulting from changes in geographical income mix and changing international tax legislation. Unique Logistics has limited control over these risks, and if it does not correctly anticipate changes in international economic and political conditions, it may not alter its business practices in time to avoid adverse effects.

Investigations and litigation could require management time and or incur substantial legal costs or fines, penalties or damages, any of which could adversely impact on Unique Logistics’ financial results.

As a multinational corporation, Unique Logistics is subject to formal or informal investigations from governmental authorities or others in the countries in which it does business. In addition, Unique Logistics may become subject to civil litigation with its customers, service providers and other parties with whom it does business. These investigations and litigation may require significant management time and could cause Unique Logistics to incur substantial additional legal and related costs, which may include fines, penalties or damages that could have a materially adverse impact on its financial results.

Risks Related to Unique Logistics’ Acquisition Strategy and Recent Acquisitions

Cash expenditures associated with the recent ULHK Entities Acquisition may create significant liquidity and cash flow risks for Unique Logistics.

Unique Logistics expects to incur integration costs in connection with the recent ULHK Entities Acquisition. While Unique Logistics has assumed that this level of expense will be incurred, there are many factors beyond its control that could affect the total amount or the timing of such integration expenses. Moreover, many of the expenses that will be incurred are, by their nature, difficult to estimate accurately. To the extent these integration expenses are higher than anticipated, Unique Logistics may experience liquidity or cash flow problems.

Unique Logistics may fail to realize all of the anticipated benefits of the ULHK Entities Acquisition and the combined company may not perform as Unique Logistics or the market expects, which could have an adverse effect on the price of Unique Logistics Common Stock.

The success of the recent acquisition of the ULHK Entities will depend, in part, on Unique Logistics’ ability to realize the anticipated benefits and cost savings from combining its business with that of the ULHK Entities. Risks in this regard include:

•        integrating businesses is a difficult, expensive, and time-consuming process, and the failure to successfully integrate Unique Logistics’ business with the business of the ULHK Entities in the expected timeframe would adversely affect Unique Logistics’ financial condition and results of operations;

•        the ULHK Entities Acquisition will materially increase the size of Unique Logistics’ operations, and Unique Logistics may not be able to manage its expanded operations effectively; and

•        the success of the combined company will depend upon relationships with third parties and the ULHK Entities’ or Unique Logistics’ pre-existing customers, which relationships may be affected by customer preferences or public attitudes about the ULHK Entities Acquisition, and the recent acquisition of the ULHK Entities could result in adverse changes in these relationships.

If Unique Logistics’ fails to successfully address the above risks and challenges, it may not realize the anticipated benefits and cost savings of the ULHK Entities Acquisition at all or within the expected timeframe and it may not perform as Unique Logistics or the market expects. Further, such failures could adversely affect Unique Logistics’ business, financial condition, and results of operations, as well as the market price of the Unique Logistics Common Stock.

The obligations and liabilities of the ULHK Entities, some of which may be unanticipated or unknown, may be greater than Unique Logistics has anticipated, which may diminish the value of the ULHK Entities to Unique Logistics.

Despite the due diligence conducted by Unique Logistics and its advisers in connection with the ULHK Entities Acquisition, there may be obligations and liabilities of the ULHK Entities’ that may not have been disclosed to Unique Logistics, or may not be reflected or reserved for in the ULHK Entities’ historical financial statements, or that Unique Logistics may not have otherwise been aware of. As a result, the ULHK Entities’ obligations and liabilities may be greater than Unique Logistics has anticipated. The obligations and liabilities of the ULHK Entities could have a material adverse effect on the ULHK Entities’ business or the ULHK Entities’ value to Unique Logistics or on Unique Logistics’ business, financial condition, or results of operations. Even in cases where it is able to obtain indemnification with respect to such liabilities and obligations, Unique Logistics may discover liabilities greater than the contractual limits or the financial resources of the indemnifying party. In the event that it is responsible for liabilities substantially in excess of any amounts recovered through rights to indemnification or alternative remedies that might be available to it, or any applicable insurance, Unique Logistics could suffer severe consequences that would substantially reduce its earnings and cash flows or otherwise materially and adversely affect its business, financial condition, or results of operations.

Unique Logistics’ past acquisitions, as well as any acquisitions that Unique Logistics may complete in the future, may be unsuccessful or result in other risks or developments that adversely affect Unique Logistics’ financial condition and results.

While it intends for its acquisitions to enhance its competitiveness and profitability, Unique Logistics cannot be certain that its past or future acquisitions will be accretive to earnings or otherwise meet its operational or strategic expectations. Special risks, including accounting, regulatory, compliance, information technology or human resources issues, may arise in connection with, or as a result of, the acquisition of an existing company, including the assumption of unanticipated liabilities and contingencies, difficulties in integrating acquired businesses, possible management distractions, or the inability of the acquired business to achieve the levels of revenue, profit, productivity or synergies Unique Logistics anticipates or otherwise perform as Unique Logistics expects on the timeline contemplated. Unique Logistics is unable to predict all of the risks that could arise as a result of its acquisitions.

In addition, if the performance of Unique Logistics’ reporting segments or an acquired business varies from Unique Logistics’ projections or assumptions, or if estimates about the future profitability of Unique Logistics’ reporting segments or an acquired business change, Unique Logistics’ revenues, earnings or other aspects of its financial condition could be adversely affected.

Unique Logistics may incur risks related to acquisition financing.

Unique Logistics has a limited amount of financial resources and its ability to make additional acquisitions without securing additional financing from outside sources is limited. In order to continue to pursue its acquisition strategy, Unique Logistics may be required to obtain additional financing. Unique Logistics may obtain such financing through a combination of traditional debt financing, the placement of debt and equity securities, or financing in exchange for accounts receivable, as under Unique Logistics’ current revolving credit facility. Unique Logistics may finance some portion of its future acquisitions by either issuing equity or by using shares of Unique Logistics Common Stock for all or a portion of the purchase price for such businesses. In the event that the Unique Logistics Common Stock does not attain or maintain a sufficient market value, or potential acquisition candidates are otherwise unwilling to accept shares of Unique Logistics Common Stock as part of the purchase price for the sale of their businesses, Unique Logistics may be required to use more of its cash resources, if available, in order to fund its acquisitions. If Unique Logistics does not have sufficient cash resources, it will

not be able to complete acquisitions and its growth could be limited unless it is able to obtain additional capital through debt or equity financing. The terms of the Financing Agreement require that Unique Logistics obtain the consent of its lenders prior to securing additional debt financing. As a result, Unique Logistics’ ability to obtain additional debt financing could be constrained if it is unable to secure such consent.

Unique Logistics may be required to incur a significant amount of indebtedness in order to successfully implement its acquisition strategy.

Subject to the restrictions contained under the Financing Agreement, Unique Logistics may be required to incur a significant amount of indebtedness in order to complete future acquisitions. If it is not able to generate sufficient cash flow from the operations of acquired businesses to make scheduled payments of principal and interest on any such indebtedness, then Unique Logistics will be required to use its capital for such payments. This will restrict Unique Logistics’ ability to make additional acquisitions. Unique Logistics may also be forced to sell an acquired business in order to satisfy indebtedness. Unique Logistics cannot be certain that it will be able to operate profitably once it incurs any such indebtedness or that it will be able to generate a sufficient amount of proceeds from the ultimate disposition of such acquired businesses to repay any indebtedness that it incurred to make such acquisitions.

Unique Logistics may experience difficulties in integrating the operations, personnel, and assets of acquired businesses that may disrupt its business, dilute stockholder value, and adversely affect its operating results.

A core component of Unique Logistics’ business plan is to acquire businesses in the transportation and logistics industry. There can be no assurance that Unique Logistics will be able to identify, acquire or profitably manage businesses or successfully integrate acquired businesses into its existing business without substantial costs, delays, or other operational or financial problems. Such acquisitions also involve numerous operational risks, including:

•        difficulties in integrating operations, technologies, services and personnel;

•        the diversion of financial and management resources from existing operations;

•        the risk of entering new markets;

•        the potential loss of existing or acquired strategic operating partners following an acquisition;

•        the potential loss of key employees following an acquisition and the associated risk of competitive efforts from such departed personnel;

•        possible legal disputes with the acquired company following an acquisition; and

•        the inability to generate sufficient revenue to offset acquisition or investment costs.

As a result, if Unique Logistics fails to properly evaluate and execute any acquisitions or investments, its business and prospects may be seriously harmed.

In certain acquisitions, Unique Logistics may recognize non-cash gains or losses on changes in fair value of contingent consideration. Unique Logistics may include contingent consideration based on future financial performance as a portion of the purchase price of certain acquisitions. To the extent that an acquired operation underperforms relative to anticipated earnings levels, Unique Logistics will be able to set-off certain levels of future unpaid purchase price for such acquired operations. This will result in the recognition of a non-cash gain on the change in fair value of contingent consideration. In the alternative, to the extent that an acquired operation outperforms anticipated earnings levels, Unique Logistics will recognize a non-cash expense on the change in fair value of contingent consideration. These non-cash gains and expenses may have a material impact on Unique Logistics’ financial results, and the impact could be inverse to the underlying results of the acquired operation.

Claims against Unique Logistics or other liabilities it incurs relating to any acquisition or business combination may require it to seek claims against the seller for which the seller may not indemnify it or that may exceed the seller’s indemnification obligations.

There may be liabilities that Unique Logistics assumes in any acquisition or business combination that it did not discover or underestimated in the course of performing its due diligence investigation. A seller will normally have indemnification obligations to Unique Logistics under an acquisition or merger agreement, but these obligations will be subject to financial limitations, such as general deductibles and a cap, as well as time limitations. There can be no assurance that Unique Logistics’ right to indemnification from any seller will be enforceable, collectible or sufficient in amount, scope, or duration to fully offset the amount of any undiscovered or underestimated liabilities. Any such liabilities, individually or in the aggregate, could have a material adverse effect on Unique Logistics’ business, results of operations, and financial condition.

Unique Logistics may face competition from parties who sell it their businesses and from professionals who cease working for it.

In connection with its acquisitions, Unique Logistics generally obtains non-solicitation agreements from the professionals it hires, as well as non-competition agreements from senior managers and professionals. The agreements prohibit such individuals from competing with Unique Logistics during the term of their employment and for a fixed period afterwards and seeking to solicit Unique Logistics’ employees or clients. In some cases, but not all, Unique Logistics may obtain non-competition or non-solicitation agreements from parties who sell it their business or assets. Certain activities may be carved out of or otherwise may not be prohibited by these arrangements. Unique Logistics cannot be sure that one or more of the parties from whom it acquires assets or a business or who do not join Unique Logistics or leave its employment will not compete with it or solicit its employees or clients in the future. Even if ultimately resolved in Unique Logistics’ favor, any litigation associated with the non-competition or non-solicitation agreements could be time consuming, costly and distract management’s focus from locating suitable acquisition candidates and operating Unique Logistics’ business. Moreover, states and foreign jurisdictions may interpret restrictions on competition narrowly and in favor of employees.

Therefore, certain restrictions on competition or solicitation may be unenforceable. In addition, Unique Logistics may not pursue legal remedies if it determines that preserving cooperation and a professional relationship with the former employee or his or her clients, or other concerns, outweigh the benefits of any possible legal recourse or the likelihood of success does not justify the costs of pursuing a legal remedy. Such persons, because they have worked for Unique Logistics or a business that it acquires, may be able to compete more effectively with Unique Logistics, or be more successful in soliciting its employees and clients, than unaffiliated third parties.

General Risk Factors

Unique Logistics’ failure to continue to attract, train, or retain highly qualified personnel could harm its business.

Unique Logistics’ success depends on its ability to attract, train, and retain qualified personnel, specifically those with management, customer development and general logistics industry skills. Competition for such personnel is intense. If Unique Logistics does not succeed in attracting new personnel or retaining and motivating its current personnel, its business could be harmed.

Unique Logistics’ indebtedness could adversely impact its financial condition and results of operations.

Significant adverse economic and industry conditions could negatively affect Unique Logistics’ ability to pay principal and interest on its debt and limit its ability to fund working capital, capital expenditures, possible acquisitions, dividends, share repurchases, or other investments. If Unique Logistics is unable to generate sufficient cash flows to satisfy its debt obligations or refinance these debt obligations with commercially acceptable terms, it may adversely impact Unique Logistics’ financial position and results of operations. Further, Unique Logistics may be unable to comply with the various restrictions and covenants under its indebtedness, which may result in default and its outstanding indebtedness may become immediately due and payable and adversely impact its financial position.

Unique Logistics may be adversely impacted by changing interest rates.

We are exposed to changes in interest rates as all of our debt, except the promissory notes that we issued to ULHK in the ULHK Entities Acquisition, includes variable interest rates. Interest rates are highly sensitive to many factors, including governmental monetary policies, economic conditions, and other factors beyond our control. A significant increase in interest rates could adversely impact Unique Logistics’ financial position and results of operations.

COVID-19 significantly impacted worldwide economic conditions and global trade and may continue to have a disruptive effect on Unique Logistics’ operations, and the operations of its service providers and our customers, which may further impact its business.

Unique Logistics may be impacted by residual effects of the COVID-19 pandemic or a new and similarly disruptive global health emergency. In early 2020, COVID-19 was declared a global health emergency and later declared a global pandemic by the World Health Organization, prompting governments around the world to mandate lockdowns and other restrictions that had direct impacts on international trade. The COVID-19 pandemic and various government reactions to it contributed to shortages of labor and capacity, and increased costs that continue to impact our operations. While the World Health Organization ended the global emergency status for COVID-19 on May 5, 2023, the United States and numerous other countries have ended their COVID-19 states of emergency, and most COVID-19 restrictions have been eased or discontinued entirely, a resurgence of COVID-19 remains a possibility and could result in the re-imposition of such restrictions. There is no guarantee that a continuation or resurgence of COVID-19 or a variant thereof, or a similarly disruptive health emergency, would not impact Unique Logistics. Any significant disruption on the scale of the COVID-19 pandemic over an extended period could negatively affect Unique Logistics’ business and financial results. Such a disruption could also have the effect of heightening many of the other risks described in this proxy statement/consent solicitation statement/prospectus.

Unique Logistics is subject to negative impacts of changes in political and governmental conditions, particularly with respect to its operations in China.

Unique Logistics’ operations are subject to the influences of significant political, governmental, and similar changes and Unique Logistics’ ability to respond to them, including:

•        changes in political conditions and in governmental policies;

•        changes in and compliance with international and domestic laws and regulations; and

•        wars, civil unrest, acts of terrorism, and other conflicts, including rising tensions between the United States and China.

Unique Logistics has a customer base in the United States that is significantly dependent on trade and commerce with China (including Hong Kong). Moreover, as a result of the ULHK Entities Acquisitions Unique Logistics has majority owned subsidiaries in China and Hong Kong. Geopolitical factors may compel United States companies to shift their purchases and sales from China to other parts of the world. Such transition may be disruptive to the business of Unique Logistics. While its diverse network of subsidiaries and independent agents mitigates the risk, somewhat, of losing business in the long term, there is a significant risk that production may shift to areas of the globe where Unique Logistics cannot effectively service its customers.

Should relations between China and United States deteriorate significantly, Unique Logistics faces the following additional risks:

•        loss of revenue in its China and Hong Kong based companies;

•        inability to repatriate local profits from these companies;

•        impairment of assets in China and Hong Kong, including non-recovery of local trade receivables;

•        security of its local employees, including any expatriate employees; and

•        security of data and confidential information in its offices.

Unique Logistics may be subject to negative impacts of catastrophic events.

A disruption or failure of Unique Logistics’ systems or operations in the event of a major earthquake, weather event, cyber-attack, heightened security measures, actual or threatened, terrorist attack, strike, civil unrest, pandemic, or other catastrophic event could cause delays in providing services or performing other critical functions. A catastrophic event that results in the destruction or disruption of any of Unique Logistics’ critical business or information systems could harm Unique Logistics’ ability to conduct normal business operations and adversely impact its operating results.

Risks Related to Public Company Requirements

If the Combined Company fails to develop or maintain an effective system of internal control over financial reporting, it may not be able to accurately report its financial results or prevent financial fraud. As a result, current and potential stockholders could lose confidence in its financial reporting.

The Combined Company’s independent registered public accounting firm will not be required to formally attest to the effectiveness of the Combined Company’s internal control over financial reporting until the later of its second annual report or the first annual report required to be filed with the SEC following the date the combined company is no longer an emerging growth company. As set forth in its Annual Report on Form 10-K for the fiscal year ended May 31, 2023, Unique Logistics’ auditors identified material weaknesses in its internal control over financial reporting for the fiscal year ended May 31, 2022 and, while during the fiscal year ended May 31, 2023 and subsequent to year-end it actively addressed and remediated a number of previously-identified material weaknesses in its internal control over financial reporting, including information technology general controls deficiencies, improved its accounting processes and documentation, introduced new accounting policies and procedures, upgraded its accounting personnel and provided its employees with necessary tools and resources, as it had not completed a full risk assessment of the internal control over financial reporting at its current activity level, including extensive process documentation and testing, its Chief Executive Officer and Chief Financial Officer were not able to conclude that Unique Logistics’ internal control over financial reporting was operating effectively and efficiently as of May 31, 2023, and we cannot assure you that there will not be material weaknesses or significant deficiencies in its internal control over financial reporting, or that of the Combined Company, in the future.

Unique Logistics’, and thereby the Combined Company’s, intended business, operations, and accounting are expected to be substantially more complex than Unique Logistics’ has been to date. It may be time consuming, difficult, and costly for the Combined Company to develop and implement the internal control and reporting procedures required by the Exchange Act. The Combined Company may need to hire additional financial reporting, internal control, and other finance personnel in order to develop and implement appropriate internal control and reporting procedures. If the Combined Company is unable to comply with the internal control over financial reporting requirements of the Exchange Act, then it may not be able to obtain the required independent accountant certifications, which may preclude it from keeping its filings current with the SEC.

Further, a material weakness in the effectiveness of internal control over financial reporting could result in an increased chance of fraud and the loss of customers, reduce the Combined Company’s ability to obtain financing, and require additional expenditures to comply with these requirements, each of which could have a material adverse effect on its business, results of operations, and financial condition.

If the Combined Company is unable to implement and maintain effective internal control over financial reporting, including as applicable standards governing internal control are modified, supplemented, or amended from time to time, the Combined Company may not be able to ensure that it can conclude on an ongoing basis that it has effective internal control over financial reporting. Failure to achieve and maintain effective internal control over financial reporting could cause the Combined Company to face regulatory action and cause investors to lose confidence in its reported financial information, either of which could adversely affect the value of the Combined Company’s Common Stock.

Risks Related to Edify and the Transactions

The Sponsor and the Insiders have agreed to vote in favor of the Merger, regardless of how Edify’s public stockholders vote.

Unlike many other blank check companies in which the initial stockholders agree to vote their founder shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, the Sponsor and the Insiders have agreed to vote any shares of common stock owned by them in favor of the Merger proposal. As of the date of this proxy statement/consent solicitation statement/prospectus, the Sponsor and the Insiders own approximately 75.5% of Edify’s issued and outstanding shares of common stock. Accordingly, it is more likely that the necessary stockholder approval will be received for the business combination than would be the case if the Sponsor and the Insiders agreed to vote any shares of common stock owned by them in accordance with the majority of the votes cast by the public stockholders.

The Sponsor, certain members of the Edify Board and certain Edify officers have interests in the Transactions that are different from or are in addition to other stockholders in recommending that stockholders vote in favor of approval of the Merger proposal and approval of the other proposals described in this proxy statement/consent solicitation statement/prospectus.

When considering the Edify Board’s recommendation that our stockholders vote in favor of the approval of the Merger proposal and the other proposals described in this proxy statement/consent solicitation statement/prospectus, our stockholders should be aware that the Sponsor and certain directors and officers of Edify have interests in the business combination that may be different from, or in addition to, the interests of our stockholders generally. As such, the Sponsor and our officers and directors may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to stockholders rather than liquidate. In considering the recommendations of the Edify Board to vote for the proposals, Edify’s stockholders should consider these interests. See the section titled “The Merger Proposal — Interests of Certain Persons in the Merger.”

The personal and financial interests of Edify’s officers and directors may have influenced their motivation in identifying and selecting Unique Logistics, completing a business combination with Unique Logistics and may influence their operation of the Combined Company following the business combination. This risk may become more acute as the deadline of October 20, 2023 (or January 20, 2024 if Edify has extended the deadline for completing a business combination) for completing an initial business combination nears.

The Edify Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the Edify stockholders that they vote “FOR” the proposals presented at the special meeting.

Nasdaq may not continue to list Edify’s securities, which could limit investors’ ability to make transactions in its securities and subject it to additional trading restrictions.

Edify’s common stock and public warrants are currently listed on the Nasdaq Capital Market and Edify expects them to be listed on the Nasdaq Capital Market upon consummation of the Merger. Edify’s continued eligibility for listing may depend on, among other things, the number of public shares that are redeemed. There can be no assurance that the Combined Company will be able to comply with the continued listing standards of Nasdaq following the business combination. If, after the Merger, Nasdaq delists the Combined Company’s Common Stock for failure to meet the listing standards, the Combined Company’s stockholders could face significant material adverse consequences including:

•        a limited availability of market quotations for the Combined Company’s securities;

•        reduced liquidity for the Combined Company’s securities;

•        a determination that the Combined Company’s Common Stock is a “penny stock,” which will require brokers trading in such securities to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for the Combined Company’s securities;

•        a limited amount of news and analyst coverage; and

•        a decreased ability of the Combined Company to issue additional securities or obtain additional financing in the future.

On April 4, 2023, Edify received a letter (the “MVLS Notice”) from the Listing Qualifications Department (the “Staff”) of Nasdaq notifying it that for the last 30 consecutive business days prior to the date thereof, its minimum market value of listed securities (“MVLS”) was less than $35.0 million, which does not meet the requirement for continued listing on The Nasdaq Capital Market, as required by Nasdaq Listing Rule 5550(b)(2) (the “MVLS Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Staff has provided Edify with 180 calendar days, or until October 3, 2023, to regain compliance with the MVLS Rule. The MVLS Notice has no immediate effect on the listing of Edify’s securities on The Nasdaq Capital Market. If Edify regains compliance with the MVLS Rule, the Staff will provide written confirmation to Edify and close the matter. To regain compliance with the MVLS Rule, Edify’s MVLS must meet or exceed $35.0 million for a minimum of 10 consecutive business days during the 180-day compliance period ending on October 3, 2023. In the event that Edify does not regain compliance with the MVLS Rule prior to the expiration of the compliance period, it will receive written notification that its securities are subject to delisting. At that time, the Company may appeal the delisting determination to a hearings panel. Edify will continue to monitor its MVLS and consider its available options to regain compliance with the MVLS Rule. However, there can be no assurance that Edify will be able to regain compliance with the MVLS Rule.

The Sponsor is liable to ensure that proceeds held in the trust account are not reduced by vendor claims in the event that Edify does not consummate a business combination. It has also agreed to pay for any liquidation expenses if Edify does not consummate a business combination. Such liability may have influenced the Sponsor’s decision to approve the Transactions.

If Edify does not consummate the Transactions or another business combination within the completion window, the Sponsor will be liable under certain circumstances to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Edify for services rendered or contracted for or products sold to Edify. If Edify consummates a business combination, including the Transactions, on the other hand, Edify will be liable for all such claims. Neither Edify nor the Sponsor has any reason to believe that the Sponsor will not be able to fulfill its indemnity obligations to Edify. Please see the section titled “Other Information Related to Edify — Liquidation if no Business Combination” for further information. If Edify is required to be liquidated and there are no funds remaining to pay the costs associated with the implementation and completion of such liquidation, the Sponsor has also agreed to advance Edify the funds necessary to pay such costs and complete such liquidation (currently anticipated to be no more than approximately $15,000) and not to seek repayment for such expense.

These obligations of the Sponsor may have influenced the Sponsor’s decision to approve the Transactions and to continue to pursue such business combination. Each of Edify’s officers and directors has an economic interest in shares of Edify’s common stock and warrants to purchase shares of Edify’s common stock through his or her ownership of membership interests in the Sponsor, but does not beneficially own any of Edify’s common stock or warrants. In considering the recommendations of the Edify Board to vote for the Merger proposal and the other proposals described in this proxy statement/consent solicitation statement/prospectus, Edify’s stockholders should consider these interests.

The exercise of Edify’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Transactions may result in a conflict of interest when determining whether such changes to the terms of the Transactions or waivers of conditions are appropriate and in Edify’s stockholders’ best interest.

In the period leading up to the closing of the Transactions, events may occur that, pursuant to the Merger Agreement, would require Edify to agree to amend the Merger Agreement, to consent to certain actions taken by Unique Logistics or to waive rights that Edify is entitled to under the Merger Agreement. Such events could arise because of changes in the course of Unique Logistics’ business, a request by Unique Logistics to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on Unique Logistics’ business and would entitle Edify to terminate the Merger Agreement. In any of such circumstances, it would be at Edify’s discretion, acting through the Edify Board, to grant its consent or waive those rights. The existence of the financial and personal interests of the directors described in the preceding risk factors may result in a conflict of interest on the part of one or more of the directors between what he, she or they may believe is best for Edify and what he, she or they may

believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/consent solicitation statement/prospectus, Edify does not believe there will be any material changes or waivers that Edify’s directors and officers would be likely to make after the mailing of this proxy statement/consent solicitation statement/prospectus. Edify will circulate a new or amended proxy statement/consent solicitation statement/prospectus or supplement thereto if changes to the terms of the Transactions that would have a material impact on its stockholders are required prior to the vote on the Merger proposal.

If Edify is unable to complete the Transactions or another initial business combination by October 20, 2023 (or January 20, 2024 if Edify has extended the deadline for completing a business combination), Edify will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and the Edify Board, dissolving and liquidating. In such event, third parties may bring claims against Edify and, as a result, the proceeds held in the trust account could be reduced and the per-share liquidation price received by stockholders could be less than $10.00 per share.

Under the terms of Edify’s current certificate of incorporation, Edify must complete a business combination before the end of the completion window, or Edify must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and the Edify Board, dissolving and liquidating. In such event, third parties may bring claims against Edify. Although Edify has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the trust account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the trust account could be subject to claims that could take priority over those of Edify’s public stockholders. If Edify is unable to complete a business combination within the completion window, its executive officers have agreed that they will be personally liable under certain circumstances to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Edify for services rendered or contracted for or products sold to Edify. However, they may not be able to meet such obligation. Therefore, the per-share distribution from the trust account in such a situation may be less than $10.00 due to such claims.

Additionally, if Edify is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it that is not dismissed, or if Edify otherwise enters compulsory or court supervised liquidation, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of its stockholders. To the extent that any bankruptcy claims deplete the trust account, Edify may not be able to return to its public stockholders at least $10.00 per share.

Edify’s stockholders may be held liable for claims by third parties against Edify to the extent of distributions received by them.

If Edify is unable to complete the Transactions or another business combination within the completion window, Edify will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining stockholders and the Edify Board, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Edify cannot assure you that it will properly assess all claims that may be potentially brought against Edify. As such, Edify’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, Edify cannot assure you that third parties will not seek to recover from its stockholders amounts owed to them by Edify.

If Edify is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it that is not dismissed, any distributions received by Edify stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by Edify’s stockholders. Furthermore, because Edify intends to distribute

the proceeds held in the trust account to its public stockholders promptly after the expiration of the time period to complete a business combination, this may be viewed or interpreted as giving preference to its public stockholders over any potential creditors with respect to access to or distributions from its assets. Furthermore, the Edify Board may be viewed as having breached their fiduciary duties to Edify’s creditors and/or may have acted in bad faith, and thereby exposing itself and Edify to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. Edify cannot assure you that claims will not be brought against it for these reasons.

Activities taken by existing Edify stockholders to increase the likelihood of approval of the Merger proposal and the other proposals described in this proxy statement/consent solicitation statement/prospectus could have a depressive effect on Edify’s stock.

At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding Edify or its securities, the Sponsor, directors, officers, advisors or any of their respective affiliates and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the Merger proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Edify’s common stock or vote their shares in favor of the Merger proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements to consummate the Transactions where it appears that such requirements would otherwise not be met. Entering into any such arrangements may have a depressive effect on Edify’s common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares they own, either prior to or immediately after the special meeting. As of the date of this proxy statement/consent solicitation statement/prospectus, no such transactions have occurred nor are they planned to occur.

Edify’s stockholders will experience dilution as a consequence of, among other transactions, the issuance of Edify’s Class A common stock as consideration in the business combination. Having a minority share position may reduce the influence that Edify’s current stockholders have on the management of the Combined Company.

Upon completion of the Transactions, we anticipate that (i) Unique Logistics stockholders will hold an ownership interest of 80.4% of the issued and outstanding shares of the Combined Company’s Common Stock, (ii) the Sponsor will hold an ownership interest of 14.8% of the issued and outstanding shares of the Combined Company’s Common Stock, and (iii) Edify’s public stockholders will retain an ownership interest of 4.8% of the issued and outstanding shares of the Combined Company’s Common Stock. These levels of ownership interest assume that (A) no public stockholders exercise their redemption rights in connection with the Transactions, (B) no holders of Combined Company Warrants exercise such warrants, and (C) no Earnout Shares are issued. If the actual facts are different from these assumptions, these ownership percentages will be different.

The following table illustrates varying ownership levels in the Combined Company immediately following the consummation of the Transactions based on the assumptions above:

____________

(1)      net of 1,713,139 shares forfeited upon closing of the Transactions.

Having a minority ownership interest in the Combined Company may reduce the influence that Edify’s public stockholders have on the management of Edify. See the sections titled “Proposal No. 1 — The Merger Proposal — Ownership and Voting Power of the Combined Company” and “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

The following table illustrates varying ownership levels in the Combined Company immediately following consummation of the Transactions based on the assumptions above as well as the shares that could be issued under the warrants and issuance of all of the Earnout Shares.

____________

(1)      net of 1,713,139 shares forfeited upon closing of the Transactions.

Any indebtedness under the Financing Agreement could adversely affect Unique Logistics and the Combined Company’s financial position and their ability to raise additional capital and prevent them from fulfilling their obligations.

In order to finance the ULHK Entities Acquisition and in accordance with the terms of the Merger Agreement, Unique Logistics has entered into the Financing Agreement. The Financing Agreement provides for two term loans in an aggregate amount of up to $19.0 million. Any indebtedness incurred pursuant to the Financing Agreement may:

•        limit Unique Logistics’ ability to borrow additional funds for working capital, capital expenditures, acquisitions, or other general business purposes;

•        require Unique Logistics to use a portion of its cash flow from operations to make debt service payments instead of other purposes, thereby reducing the amount of cash flow available for future working capital, capital expenditures, acquisitions, or other general business purposes, as well as for the payment of dividends on its stock owned by the Combined Company, which will be the Combined Company’s sole source of revenue after consummation of the Transactions;

•        limit Unique Logistics and the Combined Company’s flexibility to plan for, or react to, changes in their business and industry;

•        increase Unique Logistics and the Combined Company’s vulnerability to the impact of adverse economic, competitive and industry conditions; and

•        increase Unique Logistics’ and the Combined Company’s cost of borrowing.

Any loans pursuant to the Financing Agreement will be secured by substantially all of Unique Logistics’ assets. In addition, the Financing Agreement contains, and any agreements governing Unique Logistics’ or the Combined Company’s future indebtedness may contain, restrictive covenants that may limit their ability to engage in activities that may be in their long-term best interests. These restrictive covenants include, among others, financial reporting requirements and limitations on indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of assets, dividends and other restricted payments, investments (including acquisitions) and transactions with affiliates. Unique Logistics’ or the Combined Company’s failure to comply with those covenants could result in an event of default that, if not cured or waived, could result in the acceleration of substantially all of Unique Logistics’ or the Combined Company’s debt.

A significant portion of the Combined Company’s Common Stock following the business combination will be restricted from immediate resale, but may be sold into the market in the future. This could cause the market price of the Combined Company’s Common Stock to drop significantly, even if its business is doing well.

The market price of shares of the Combined Company’s Common Stock could decline as a result of substantial sales of the Combined Company’s Common Stock, particularly by its significant stockholders, a large number of shares of the Combined Company’s Common Stock becoming available for sale or the perception in the market that holders of a large number of shares intend to sell their shares.

We anticipate that, after the Merger, (i) assuming that Edify’s stockholders do not elect to redeem any shares of Edify’s Class A common stock and no holders of Combined Company Warrants exercise such warrants, there will be outstanding approximately [_] shares of the Combined Company’s Common Stock, and (ii) assuming that Edify’s stockholders elect to redeem [_] shares of Edify’s Class A common stock and no holders of Combined Company Warrants exercise such warrants, there will be outstanding approximately [_] shares of the Combined Company’s Common Stock.

The Sponsor beneficially owns a significant equity interest in Edify and will continue to own a significant interest in the Combined Company, and may take actions that conflict with your interests.

The Sponsor’s interests may not align with the interests of Edify and its other stockholders or Unique Logistics and its stockholders. The Sponsor and its affiliates are in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with Edify, Unique Logistics, and the Combined Company. The Sponsor and its affiliates may also pursue acquisition opportunities that may be complementary to Edify’s, Unique Logistics’ and the Combined Company’s business and, as a result, those acquisition opportunities may not be available to us.

The Combined Company may issue additional shares of the Combined Company’s Common Stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of your shares.

The Combined Company may issue additional shares of the Combined Company’s Common Stock or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions, repayment of outstanding indebtedness or under the Incentive Plan, without stockholder approval, in a number of circumstances.

The Combined Company’s issuance of additional shares of the Combined Company’s Common Stock or other equity securities of equal or senior rank could have the following effects:

•        your proportionate ownership interest in the Combined Company will decrease;

•        the relative voting strength of each previously outstanding share of the Combined Company’s Common Stock may be diminished; or

•        the market price of shares of the Combined Company’s Common Stock may decline.

Edify has no operating history and its results of operations and those of the Combined Company may differ significantly from the unaudited pro forma condensed combined financial information included in this proxy statement/consent solicitation statement/prospectus.

Edify is a blank check company with no operating history or results.

This proxy statement/consent solicitation statement/prospectus includes unaudited pro forma condensed combined financial statements for the Combined Company. The unaudited pro forma condensed combined statement of loss of the Combined Company combines the historical audited results of operations of Edify and Unique Logistics.

The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only, are based on certain assumptions, address a hypothetical situation and reflect limited historical financial data. Therefore, the unaudited pro forma condensed combined financial statements are not necessarily indicative of the results of operations and financial position that would have been achieved had the business combination been consummated on the dates indicated above, or the future consolidated results of operations or financial position of the Combined Company. Accordingly, the Combined Company’s business, assets, cash flows, results of operations and financial condition may differ significantly from those indicated by the unaudited pro forma condensed combined financial statements included in this document. For more information, please see the section titled “Unaudited Pro Forma Condensed Combined Financial Information.”

The projections and forecasts presented in this proxy statement/consent solicitation statement/prospectus may not be an indication of the actual results of the Transactions or Unique Logistics’ future results.

Unique Logistics provided the Original Projections to Edify in connection with Edify’s evaluation of Unique Logistics. Unique Logistics believed the forecasts and assumptions incorporated into the Original Projections were reasonable at the time the Original Projections were prepared, given the information Unique Logistics had at that time and its business strategy and performance trends at such time.

However, since the signing of the Merger Agreement in December 2022, certain unanticipated factors have arisen with the passage of time that impacted Unique Logistics’ actual results to date in calendar 2023 and that are expected to continue to affect Unique Logistics’ results going forward. Those factors include (i) sharp decreases in market prices for ocean and air freight and (ii) decreases in freight market volumes due to the economic slowdown and an increase in customer inventories. As a result, Unique Logistics prepared new projections, as set forth under “Proposal No. 1 — The Merger Proposal — Certain Financial Projections Provided to the Edify Board — The Updated Projections,” to reflect the adjusted assumptions and expectations of Unique Logistics’ management regarding Unique Logistics for its fiscal years ending May 31, 2023 and May 31, 2024. Accordingly, the Original Projections do not reflect Unique Logistics’ management’s view on future performance, and we caution you not to place undue reliance on the Original Projections in making a decision regarding the Transactions.

None of the projections and forecasts included in this proxy statement/consent solicitation statement/prospectus have been prepared with a view toward public disclosure other than to certain parties involved in the Transactions or toward complying with SEC guidelines or GAAP. The projections and forecasts were prepared based on numerous variables and assumptions, which are inherently uncertain and may be beyond the control of Unique Logistics and Edify, and exclude, among other things, Transaction-related expenses. Important factors that may affect actual results and results of Unique Logistics’ operations following the Transactions or that could lead to such projections and forecasts not being achieved include, but are not limited to, demand for Unique Logistics’ services, an evolving competitive landscape, regulatory changes, successful management and retention of key personnel, unexpected expenses and general economic conditions. We caution you not to place undue reliance on the projections, as the projections may be materially different than actual results.

Edify and Unique Logistics have incurred and expect to incur significant costs associated with the Merger. Whether or not we complete the business combination, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by Edify and Unique Logistics if the Merger is not completed.

Edify and Unique Logistics expect to incur significant costs associated with the Merger. Even if we do not complete the Merger, Edify expects to incur approximately $[_] in expenses and Unique Logistics expects to incur approximately $[_] in expenses. These expenses will reduce the amount of cash available to be used for other corporate purposes by Edify and Unique Logistics, respectively, if we do not complete the Merger.

Even if Edify consummates the Merger, there is no guarantee that the public warrants will ever be in the money, and they may expire worthless and the terms of Edify’s warrants may be amended.

The exercise price for Edify’s public warrants is $11.50 per share of Edify’s Class A common stock. There is no guarantee that the public warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless.

If Edify is unable to complete an initial business combination, Edify’s warrants may expire worthless.

If Edify is unable to complete an initial business combination, Edify’s warrants may expire worthless.

Edify and Unique Logistics will be subject to business uncertainties and contractual restrictions while the Merger is pending.

Uncertainty about the effect of the business combination on employees and third parties may have an adverse effect on Edify and Unique Logistics. These uncertainties may impair Edify’s or Unique Logistics’ ability to retain and motivate key personnel and could cause third parties that deal with either of them to defer entering into contracts or making other decisions or seek to change existing business relationships. If key employees depart because of uncertainty about their future roles and the potential complexities of Merger, Edify’s or Unique Logistics’ business could be harmed.

If Edify’s due diligence investigation of the Unique Logistics business was inadequate, then stockholders of Edify following the business combination could lose some or all of their investment.

Even though Edify conducted a due diligence investigation of the Unique Logistics business, Edify cannot be sure that this diligence uncovered all material issues that may be present inside the Unique Logistics business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the Unique Logistics business and outside of its control will not later arise.

Following the consummation of the business combination, the Combined Company’s only significant asset will be its ownership interest in Unique Logistics, and such ownership may not be sufficiently profitable or valuable to enable the Combined Company to satisfy the Combined Company’s other financial obligations. The Combined Company does not anticipate paying any cash dividends for the foreseeable future.

Following the consummation of the business combination, the Combined Company will have no direct operations and no significant assets other than its ownership interest in Unique Logistics. The Combined Company will depend on Unique Logistics for distributions, loans and other payments to generate the funds necessary to meet its financial obligations, including its expenses as a publicly traded company. The earnings from, or other available assets of, Unique Logistics may not be sufficient to pay dividends or make distributions or loans to enable the Combined Company to pay any dividends on the Combined Company’s Common Stock or satisfy its other financial obligations.

In addition, Unique Logistics has never declared or paid cash dividends on its capital stock and it does not anticipate paying any cash dividends in the foreseeable future. Unique Logistics currently intends to retain its future earnings, if any, for the foreseeable future, to fund the development and growth of its business. Any future determination to pay dividends will be at the discretion of the Combined Company’s board of directors and will be dependent upon its financial condition, results of operations, capital requirements, applicable contractual restrictions and such other factors as the board of directors may deem relevant. As a result, capital appreciation in the price of the Combined Company’s Common Stock, if any, will be your only source of gain on an investment in the Combined Company’s Common Stock.

Please see the sections titled “Edify’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” and “Unique Logistics’ Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for more information.

Some provisions of Delaware law and the Combined Company’s second amended and restated certificate of incorporation and amended and restated bylaws that will be in effect upon the completion of the business combination may deter third parties from acquiring the Combined Company and diminish the value of the Combined Company’s Common Stock.

The Combined Company’s second amended and restated certificate of incorporation and amended and restated bylaws that will be in effect upon the completion of the Merger will provide for, among other things:

•        the ability of the Combined Company’s board of directors to issue one or more series of preferred stock with voting or other rights or preferences that could have the effect of impeding the success of an attempt to acquire the Combined Company or otherwise effect a change in control;

•        advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at stockholder meetings; and

•        certain limitations on convening special stockholder meetings.

In addition, in the second amended and restated certificate of incorporation, the Combined Company has not opted out of Section 203 of the DGCL, which prohibits a Delaware corporation from engaging in certain “business combinations” with any “interested stockholder” for a three-year period following the time that the stockholder became an interested stockholder, unless:

•        prior to such time, the board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

•        upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of voting stock outstanding at the time the transaction commenced, excluding certain shares; or

•        at or subsequent to that time, the business combination is approved by Unique Logistics’ board of directors and by the affirmative vote of holders of at least two-thirds of the votes of Unique Logistics’ outstanding voting stock that is not owned by the interested stockholder.

Generally, a “business combination” includes a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who, together with that person’s affiliates and associates, owns, or within the previous three years owned, 15% or more of the votes of the corporation’s outstanding voting stock. For purposes of this provision, “voting stock” means any class or series of stock entitled to vote generally in the election of directors.

Under certain circumstances, this provision will make it more difficult for a person who would be an “interested stockholder” to effect various business combinations with the Combined Company for a three-year period. This provision may encourage companies interested in acquiring the Combined Company to negotiate in advance with its board of directors because the stockholder approval requirement would be avoided if the Combined Company’s board of directors approves either the business combination or the transaction that results in the stockholder becoming an interested stockholder. These provisions also may have the effect of preventing changes in the Combined Company’s board of directors and may make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

These provisions in the Combined Company’s second amended and restated certificate of incorporation and amended and restated bylaws, as well as Delaware law, may discourage, delay or prevent a transaction involving a change in control of the Combined Company that is in the best interest of its minority stockholders. Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of the Combined Company’s Common Stock if they are viewed as discouraging future takeover attempts. These provisions could also make it more difficult for stockholders to nominate directors for election to the Combined Company’s board of directors and take other corporate actions.

Subsequent to the completion of the business combination, the Combined Company may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on the Combined Company’s financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Although Edify has conducted due diligence on the Unique Logistics business, Edify cannot assure you that this diligence will surface all material issues that may be present in such business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the Unique Logistics business and outside of Edify’s and Unique Logistics’ control will not later arise. As a result of these factors, the Combined Company may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in losses. Even if Edify’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Edify’s preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on Edify’s liquidity, charges of this nature could contribute to negative market perceptions about the Combined Company or its securities. Accordingly, any of Unique Logistics’ or Edify’s stockholders who choose to remain stockholders of the Combined Company following the business combination could suffer a reduction in the value of their shares.

A market for the Combined Company’s securities may not continue, which would adversely affect the liquidity and price of the Combined Company’s securities.

Following the business combination, the price of the Combined Company’s securities may fluctuate significantly due to the market’s reaction to the business combination and general market and economic conditions. An active trading market for the Combined Company’s securities following the business combination may never develop or, if developed, it may not be sustained. In addition, the price of the Combined Company’s securities after the business combination can vary due to general economic conditions and forecasts, the Combined Company’s general business condition and the release of the Combined Company’s financial reports. Additionally, if the Combined Company’s securities become delisted from Nasdaq for any reason, and are quoted on the OTC Markets Group quotation system, which is not a national securities exchange, the liquidity and price of the Combined Company’s securities may be more limited than if the Combined Company’s securities were listed on Nasdaq or another national securities exchange. You may be unable to sell your securities in the Combined Company unless a market can be established or sustained.

If the business combination’s benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of the Combined Company’s securities may decline.

If the benefits of the business combination do not meet the expectations of investors, stockholders or securities analysts, the market price of the Combined Company’s securities following the consummation of the business combination may decline. The market values of the Combined Company’s securities at the time of the business combination may vary significantly from their prices on the date that the Merger Agreement was executed, the date of this proxy statement/consent solicitation statement/prospectus, or the date on which Edify’s stockholders vote on the business combination.

In addition, following the business combination, fluctuations in the price of the Combined Company’s securities could contribute to the loss of all or part of your investment. To date, there has not been an active public market for the Unique Logistics Common Stock and trading in shares of Edify’s Class A common stock has not been active. Accordingly, the valuation ascribed to Unique Logistics and Edify’s Class A common stock in the business combination may not be indicative of the price that will prevail in the trading market following the business combination.

The trading price of the Combined Company’s Common Stock following the Merger may fluctuate substantially and may be lower than the current price of Edify’s common stock. Even if an active market for the Combined Company’s securities develops and continues, the trading price of the Combined Company’s securities following the business combination could be volatile and subject to wide fluctuations. The trading price of the Combined Company’s Common Stock following the business combination will depend on many factors, including those described in this “Risk Factors” section, many of which are beyond Edify’s, Unique Logistics’, and the Combined Company’s control and may not be related to the Combined Company’s operating performance. These fluctuations could cause you to lose all or part of your investment in Edify’s Class A common stock or Unique Logistics Shares as you might be unable to sell your shares at or above the price attributed to them in the business combination. Any of the factors listed below could have a material adverse effect on your investment in the Combined Company’s securities and the Combined Company’s securities may trade at prices significantly below your investment in them. In such circumstances, the trading price of the Combined Company’s securities may not recover and may experience a further decline.

Factors affecting the trading price of the Combined Company’s securities following the business combination may include:

•        market conditions in the broader stock market in general, or in Unique Logistics’ industry in particular;

•        actual or anticipated fluctuations in the Combined Company’s quarterly financial results or the quarterly financial results of companies perceived to be similar to the Combined Company;

•        changes in the market’s expectations about the Combined Company’s operating results;

•        the public’s reaction to the Combined Company’s press releases, other public announcements and filings with the SEC;

•        speculation in the press or investment community;

•        actual or anticipated developments in the Combined Company’s business, competitors’ businesses or the competitive landscape generally;

•        the Combined Company’s operating results failing to meet the expectation of securities analysts or investors in a particular period;

•        the timing of the achievement of objectives under Unique Logistics’ business plan and the timing and amount of costs it incurs in connection therewith;

•        changes in financial estimates and recommendations by securities analysts concerning the Combined Company or the market in general;

•        operating and stock price performance of other companies that investors deem comparable to the Combined Company;

•        changes in laws and regulations affecting the Combined Company’s business;

•        commencement of, or involvement in, litigation or investigations involving the Combined Company;

•        changes in the Combined Company’s capital structure, such as future issuances of securities or the incurrence of additional debt;

•        the volume of the Combined Company’s Common Stock available for public sale;

•        any major change in the Combined Company’s board of directors or management;

•        sales of substantial amounts of the Combined Company’s Common Stock by its directors, officers or significant stockholders or the perception that such sales could occur;

•        general economic and political conditions such as recessions, interest rates, “trade wars,” pandemics (such as COVID-19) and acts of war or terrorism; and

•        other risk factors listed in this “Risk Factors” section.

Broad market and industry factors may materially harm the market price of the Combined Company’s securities irrespective of its operating performance. The stock market in general and Nasdaq in particular have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of the Combined Company’s securities, may not be predictable. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to the Combined Company’s could depress the market price of the Combined Company’s Common Stock regardless of its business, prospects, financial condition or results of operations. Broad market and industry factors, including, most recently, the impact of the novel coronavirus, COVID-19, and any other pandemics, as well as general economic, political and market conditions such as recessions or interest rate changes, may seriously affect the market price of the Combined Company’s Common Stock, regardless of its actual operating performance. These fluctuations may be even more pronounced in the trading market for the Combined Company’s Common Stock shortly following the business combination. A decline in the market price of the Combined Company’s securities also could adversely affect its ability to issue additional securities and its ability to obtain additional financing in the future.

Furthermore, the trading price of the Combined Company’s Common Stock may be adversely affected by third parties trying to drive down or drive up the market price. Short sellers and others, some of whom post anonymously on social media, may be positioned to profit if the Combined Company’s Common Stock declines or otherwise exhibits volatility, and their activities can negatively affect the Combined Company’s stock price and increase the volatility of its stock price.

In addition, in the past, following periods of volatility in the overall market and the market prices of particular companies’ securities, securities class action litigations have often been instituted against these companies. Litigation of this type, if instituted against the Combined Company, could result in substantial costs and a diversion of management’s attention and resources. Any adverse determination in any such litigation or any amounts paid to settle any such actual or threatened litigation could require that the Combined Company make significant payments.

Even if Edify consummates the Business Combination, there can be no assurance that the public warrants will be in the money during their exercise period, and they may expire worthless.

Assuming the maximum redemption of [_] public shares, there will be 13,800,000 public warrants outstanding following the Closing, including public warrants held by public stockholders that have Edify redeem their public shares. Such public warrants had an aggregate market value of $[_] million, based on the closing price of the public warrants on Nasdaq on [_], 2023, of $[_]. The exercise price of the public warrants is $11.50 per share. There can be no assurance that the public warrants will be in the money prior to their expiration and, as such, the warrants may expire worthless. The terms of public warrants may be amended in a manner that may be adverse to the holders. The warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and Edify, dated January 14, 2021, provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of a majority of the then-outstanding public warrants to make any change that adversely affects the interests of the registered holders. Accordingly, Edify may amend the terms of the warrants in a manner adverse to a holder if holders of at least a majority of the then-outstanding public warrants approve of such amendment. Edify’s ability to amend the terms of the public warrants with the consent of a majority of the holders of the then-outstanding public warrants is unlimited. Examples of such amendments could be amendments to, among other things, increase the exercise price of the public warrants, shorten the exercise period or decrease the number of shares of Edify common stock purchasable upon exercise of a public warrant.

Edify may redeem unexpired warrants, in accordance with their terms, prior to their exercise at a time that is disadvantageous to holders of warrants.

Assuming the maximum redemption of [_] million public shares, there will be 13,800,000 public warrants outstanding following the Closing, including public warrants held by public stockholders that have Edify redeem their public shares. Such public warrants had an aggregate market value of $[_], based on the closing price of the public warrants on Nasdaq on [_], 2023, of $[_]. Edify has the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met. Edify will not redeem the warrants unless an effective registration statement under the Securities Act covering the shares of Edify’s common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Edify’s common stock is available throughout the 30 day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by Edify, Edify may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force holders thereof to (i) exercise warrants and pay the exercise price therefor at a time when it may be disadvantageous for such holder to do so, (ii) sell warrants at the then-current market price when such holder might otherwise wish to hold warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of such warrants. See “Questions and Answers About the Proposals — How do the public warrants differ from the private placement warrants and what are the related risks for any public warrant holders post business combination?” for more information.

If, following the Merger, securities or industry analysts do not publish or cease publishing research or reports about the Combined Company, its business, or its market, or if they change their recommendations regarding the Combined Company’s Common Stock adversely, then the price and trading volume of the Combined Company’s Common Stock could decline.

The trading market for the Combined Company’s Common Stock will be influenced by the research and reports that industry or securities analysts may publish about it, its business and operations, its market, or its competitors. Securities and industry analysts do not currently, and may never, publish research on Edify. If no securities or industry analysts commence coverage of the Combined Company, the Combined Company’s stock price and trading volume would likely be negatively impacted. If any of the analysts who may cover Edify change their recommendation regarding the Combined Company’s stock adversely or provide more favorable relative recommendations about Edify’s or the Combined Company’s competitors, the price of the Combined Company’s Common Stock would likely decline. If any analyst who may cover Edify were to cease coverage of the Combined Company or fail to regularly publish reports on it, we could lose visibility in the financial markets, which could cause the Combined Company’s stock price or trading volume to decline.

There is no guarantee that an active and liquid public market for shares of the Combined Company’s Common Stock will develop.

Edify is currently a blank check company and there has not been an active trading market for the Unique Logistics Common Stock. A liquid trading market for the Combined Company’s Common Stock may never develop.

In the absence of a liquid public trading market:

•        you may not be able to liquidate your investment in shares of the Combined Company’s Common Stock;

•        you may not be able to resell your shares of the Combined Company’s Common Stock at or above the price attributed to them in the Merger;

•        the market price of shares of the Combined Company’s Common Stock may experience significant price volatility; and

•        there may be less efficiency in carrying out your purchase and sale orders.

Changes in laws, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect the Combined Company’s business, financial condition and results of operations.

The Combined Company will be subject to laws, regulations and rules enacted by national, regional and local governments and Nasdaq. In particular, the Combined Company will be required to comply with certain SEC, Nasdaq and other legal or regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations or rules and their interpretation and application may also change from time to time and those changes could have a material adverse effect on the Combined Company’s business, financial condition and results of operations. In addition, a failure to comply with applicable laws, regulations or rules, as interpreted and applied, could have a material adverse effect on the Combined Company’s business, financial condition and results of operations.

The JOBS Act permits “emerging growth companies” like us to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies.

We currently qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we take and will continue to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including: (i) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002; (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements; and (iii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statement/consent solicitation statement/prospectus. As a result, our stockholders may not have access to certain information they deem important. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year: (a) following January 20, 2026, the fifth anniversary of our IPO; (b) in which we have total annual gross revenue of at least $1.235 billion; or (c) in which we are deemed to be a large accelerated filer, which means the market value of Edify’s Class A common stock that is held by non-affiliates exceeds $700 million as of the last business day of our prior second fiscal quarter, and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as it is an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. We have elected to avail ourselves of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

We cannot predict if investors will find Edify’s Class A common stock less attractive because we rely on these exemptions. If some investors find Edify’s Class A common stock less attractive as a result, there may be a less active trading market for Edify’s Class A common stock and our stock price may be more volatile.

Upon consummation of the Transactions, the Combined Company will continue to be an emerging growth company and intends to continue to take advantage of the exemptions described above for as long as it continues to be an emerging growth company.

Edify’s warrants are accounted for as liabilities and the changes in value of Edify’s warrants could have a material effect on our financial results.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a public statement (the “SEC Warrant Accounting Statement”) on accounting and reporting considerations for warrants issued by special purpose acquisition companies (“SPAC”). The SEC Warrant Accounting Statement discussed “certain features of warrants issued in SPAC transactions” that “may be common

across many entities.” The SEC Warrant Accounting Statement indicated that when one or more of such features is included in a warrant, the warrant “should be classified as a liability measured at fair value, with changes in fair value each period reported in earnings.” In light of the SEC Warrant Accounting Statement and guidance in Accounting Standards Codification (“ASC”) 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity,” Edify’s management evaluated the terms of the warrant agreement entered into in connection with the Edify IPO and concluded that the warrants include provisions that, based on the SEC Warrant Accounting Statement, preclude the warrants from being classified as components of equity. As a result, Edify has classified the warrants as liabilities. Under this accounting treatment, Edify is required to measure the fair value of the warrants at the end of each reporting period and recognize changes in the fair value from the prior period in our operating results for the current period. As a result of the recurring fair value measurement, Edify’s financial statements and results of operations may fluctuate quarterly based on factors that are outside Edify’s control. Edify expects that it will recognize non-cash gains or losses due to the quarterly fair valuation of the warrants and that such gains or losses could be material.

In connection with the restatement of Edify’s financial statement reflected in Edify’s Annual Report on Form 10-K/A, Edify’s management has concluded that its disclosure controls and procedures and internal control over financial reporting were not effective as of December 31, 2021 due to a material weakness in internal control over financial reporting solely related to its accounting for complex financial instruments. If Edify is unable to maintain an effective system of internal control over financial reporting, Edify may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in Edify and materially and adversely affect its business and operating results.

Following the issuance of the SEC Warrant Accounting Statement, and after consultation with Edify’s independent registered public accounting firm and Edify’s management team, Edify concluded that, in light of the SEC Warrant Accounting Statement, it was appropriate to restate its financial statements for the period ended December 31, 2021 in the financial statements accompanying Edify’s Annual Report on Form 10-K/A. As part of such process, Edify identified a material weakness in its internal control over financial reporting, solely related to Edify’s accounting for complex financial instruments.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of Edify’s annual or interim financial statements will not be prevented or detected and corrected on a timely basis. Effective internal controls are necessary to provide reliable financial reports and prevent fraud. Edify expects to take steps to remediate the material weakness, but there is no assurance that any remediation efforts will ultimately have the intended effects.

If Edify identifies any new material weaknesses in the future, any such newly identified material weakness could limit its ability to prevent or detect a misstatement of its accounts or disclosures that could result in a material misstatement of Edify’s annual or interim financial statements. In such case, Edify may be unable to maintain compliance with securities law requirements regarding timing filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in Edify’s financial reporting and its stock price may decline as a result. Edify cannot assure you that the measures it has taken to date, or any measures Edify may take in the future, will be sufficient to avoid potential future material weaknesses.

Edify may be subject to the Excise Tax included in the Inflation Reduction Act of 2022 in connection with redemptions of its Common Stock after December 31, 2022.

On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which, among other things, imposes a 1% excise tax on any publicly traded domestic corporation that repurchases its stock after December 31, 2022 (the “Excise Tax”). The Excise Tax is imposed on the fair market value of the repurchased stock, with certain exceptions. Because Edify is a Delaware corporation and because its securities trade on Nasdaq, Edify is a “covered corporation” within the meaning of the Inflation Reduction Act. While not free from doubt, absent any further guidance from the U.S. Department of the Treasury (the “Treasury”), which has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the Excise Tax, the Excise Tax may apply to any redemptions of Edify common stock after December 31, 2022, including redemptions in connection with the Merger, unless an exemption is available. In addition, the Excise Tax would be payable by Edify, and not by the redeeming holders, however, the mechanics of any required payment of the Excise Tax have not been determined. Further, based on recently issued interim guidance from the Internal Revenue Service (the “IRS”) and the Treasury in Notice 2023-2, subject to certain exceptions, the Excise Tax should not apply in the event of Edify’s liquidation.

We may not be able to complete an initial business combination with a U.S. target company if such initial business combination is subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.

The Sponsor is not controlled by and it does not have substantial ties with a non-U.S. person. Jason Beckman and Jason Colodne, the managers of the Sponsor, are both U.S. citizens. We do not expect Edify to be considered a “foreign person” under the regulations administered by CFIUS. Great Eagle Freight Limited, which beneficially owns 56% of the outstanding shares of Unique Logistics Common Stock based on its ownership of shares of Unique Logistics Series B Convertible Preferred Stock, is, however, controlled by Richard Chi Tak Lee, a Canadian citizen resident in Hong Kong, who has sole voting and dispositive power over the shares of Unique Logistics Common Stock beneficially held by Great Freight Limited. If our initial business combination with a U.S. business is subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business, FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If our potential initial business combination with a U.S. business falls within CFIUS’ jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our stockholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our initial business combination. If we cannot complete our initial business combination by January 20, 2024 because the review process drags on beyond such timeframe or because our initial business combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, our public stockholders may only receive an amount per share that will be determined by when we liquidate, and the warrants will expire worthless. This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

Risks Related to the Redemption

You must tender your shares of Edify’s Class A common stock in order to validly seek redemption at the special meeting.

In connection with tendering your shares of Edify’s Class A common stock for redemption, you must elect either to physically tender your common stock certificates to Edify’s transfer agent or to deliver your shares of common stock to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, which election would likely be determined based on the manner in which you hold your shares of common stock, in each case, by two business days prior to the special meeting. The requirement for physical or electronic delivery by two business days prior to the special meeting ensures that a redeeming holder’s election to redeem is irrevocable once the business combination is approved. Any failure to observe these procedures will result in your loss of redemption rights in connection with the vote on the business combination.

Edify does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete a business combination with which a substantial majority of Edify’s stockholders do not agree.

Edify’s existing charter does not provide a specified maximum redemption threshold, except that Edify will not redeem public shares in an amount that would cause Edify’s net tangible assets to be less than $5,000,001 (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act). Further, the Merger Agreement provides that Edify’s and Unique Logistics’ respective obligations to consummate the business combination are conditioned

SPECIAL MEETING OF EDIFY STOCKHOLDERS

General

Edify is furnishing this proxy statement/consent solicitation statement/prospectus to Edify’s stockholders as part of the solicitation of proxies by the Edify Board for use at the special meeting of Edify stockholders to be held on [•], 2023, and at any adjournment or postponement thereof. This proxy statement/consent solicitation statement/prospectus provides Edify’s stockholders with information they need to know to be able to vote or instruct their vote to be cast at the special meeting.

Date, Time and Place

The special meeting of stockholders will be held via live webcast at [•] a.m. Eastern Time, on [•], 2023. The special meeting can be accessed by visiting [•], where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication. Please have your Control Number, which can be found on your proxy card, to join the special meeting. If you do not have a control number, please contact the Continental Stock Transfer Company, the transfer agent.

Purpose of the Edify Special Meeting

At the special meeting, Edify is asking holders of Edify’s common stock to consider and vote upon:

•        a proposal to approve the business combination described in this proxy statement/consent solicitation statement/prospectus, including (i) adopting the Merger Agreement and (ii) approving the other transactions contemplated by the Merger Agreement and the other Transaction Agreements described in this proxy statement/consent solicitation statement/prospectus. See the section titled “Proposal No. 1 — The Merger Proposal”;

•        a proposal to approve and adopt the second amended and restated certificate of incorporation of Edify in the form attached hereto as Annex B. See the section titled “Proposal No. 2 — The Charter Proposal”;

•        a proposal to vote upon, on a non-binding advisory basis, a separate proposal with respect to certain governance provisions in the second amended and restated certificate of incorporation presented separately in accordance with SEC requirements. See the section titled “Proposal No. 3 — The Governance Proposal”;

•        a proposal to approve and adopt the Incentive Plan and the material terms thereof, including the authorization of the initial share reserve thereunder. See the section titled “Proposal No. 4 — The Incentive Plan Proposal”;

•        a proposal to elect [_] directors to serve on the Combined Company’s board of directors effective as of the closing of the Transactions in accordance with the Merger Agreement. See the section titled “Proposal No. 5 — The Director Election Proposal”;

•        a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(a) and (b), the issuance of more than 20% of the issued and outstanding Edify’s Class A common stock and the resulting change in control in connection with the Transactions — we refer to this proposal as the “Nasdaq proposal”; and

•        a proposal to adjourn 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 for, or otherwise in connection with, the approval of the Merger proposal, the charter proposal, the governance proposal, the incentive plan proposal, the director election proposal or the Nasdaq proposal. See the section titled “Proposal No. 7 — The Adjournment Proposal.”

Recommendation of the Edify Board

The Edify Board unanimously recommends that stockholders vote “FOR” the Merger proposal, “FOR” the charter proposal, “FOR” the governance proposal, “FOR” the incentive plan proposal, “FOR” each of the directors proposed for election, “FOR” the Nasdaq proposal and “FOR” the adjournment proposal, if presented.

When you consider the Edify Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Transactions that are different from, or in addition to, the interests of Edify stockholders generally. Please see the section titled “Proposal No. 1 — The Merger Proposal — Interests of Certain Persons in the Merger” for additional information. The Edify Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the Edify stockholders that they vote “FOR” the proposals presented at the special meeting.

Record Date; Persons Entitled to Vote

Edify has fixed the close of business on [•], 2023, as the record date for determining Edify stockholders entitled to notice of and to attend and vote at the special meeting. As of the close of business on the record date, there were [•] shares of Edify’s common stock outstanding and entitled to vote. Each share of Edify common stock is entitled to one vote per share at the special meeting.

Quorum

The presence at the special meeting, by attendance via the virtual meeting website or by proxy, of a majority of the voting power of all the outstanding shares of common stock as of the record date entitled to vote constitutes a quorum at the special meeting. Proxies that are marked “abstain” will be treated as shares present for purposes of determining the presence of a quorum on all matters. Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the special meeting.

Edify’s bylaws permit the chair of the special meeting to adjourn the special meeting, whether or not there is a quorum, to a later date, time, and place. Notice of such adjournment need not be given if the date, time, and place (or means of remote communication, if any) of the adjourned meeting are announced at the special meeting.

Vote Required

The Merger proposal requires the affirmative vote of a majority of all shares of Edify common stock outstanding and entitled to vote thereon. Accordingly, if a valid quorum is established, an Edify stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the Merger proposal will have the same effect as a vote “against” such proposal.

The approval of each of the governance proposal (which is a non-binding advisory vote), the incentive plan proposal, the Nasdaq proposal and the adjournment proposal require the affirmative vote of a majority of the votes cast by holders of Edify’s outstanding shares of common stock present at the special meeting by attendance via the virtual meeting website or represented by proxy and entitled to vote at the special meeting. Accordingly, if a valid quorum is established, an Edify stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the governance proposal, the incentive plan proposal, the Nasdaq proposal and the adjournment proposal will have no effect on such proposals.

The approval of the charter proposal requires the affirmative vote of holders of at least 65% of all outstanding shares of Edify’s Class A common stock and Edify’s Class B common stock on the record date, voting together as a single class, and the affirmative vote of holders of a majority of Edify’s Class A common stock voting as a separate class. Accordingly, if a valid quorum is established, an Edify stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the charter proposal will have the same effect as a vote “against” such proposal.

Directors are elected by a plurality of all of the votes cast by holders of shares of Edify’s common stock present at the special meeting by attendance via the virtual meeting website or represented by proxy and entitled to vote thereon at the special meeting. This means that the [_] director nominees who receive the most affirmative votes will be elected. Edify stockholders may not cumulate their votes with respect to the election of directors. Accordingly, if a valid quorum is established, an Edify stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the director election proposal will have no effect on the outcome of such proposal.

Consummation of the Transactions is conditioned on the approval of each of the Merger proposal, the charter proposal, the incentive plan proposal and the Nasdaq proposal. It is important for you to note that in the event that the Merger proposal, the charter proposal, the incentive plan proposal and the Nasdaq proposal do not receive the requisite vote for approval, we will not consummate the business combination.

Effect of Abstentions and Broker Non-Votes

Abstentions will have no effect on the outcome of each of the Merger proposal, the governance proposal, the incentive plan proposal, the director election proposal, the Nasdaq proposal and the adjournment proposal. However, abstentions will count as a vote “AGAINST” the charter proposal.

Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-routine matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. We believe that the proposals presented to the stockholders at the special meeting will be considered non-routine and, therefore, your broker, bank or nominee cannot vote your shares without your instruction on any of the proposals presented at the special meeting. If you do not provide instructions with your proxy, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a broker, bank or nominee is not voting your shares is referred to as a “broker non-vote.”

Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the special meeting. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Broker non-votes will count as a vote “AGAINST” the charter proposal but will not have any effect on the outcome of any other proposals.

Voting Your Shares

Each share of Edify’s common stock that you own in your name entitles you to one vote. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

There are two ways to vote your shares of Edify’s common stock at the special meeting:

•        You Can Vote By Signing and Returning the Enclosed Proxy Card.    If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted “FOR” the Merger proposal, “FOR” the charter proposal, “FOR” the governance proposal, “FOR” the incentive plan proposal, “FOR” each of the directors proposed for election, “FOR” the Nasdaq proposal and “FOR” the adjournment proposal, if presented. Votes received after a matter has been voted upon at the special meeting will not be counted.

•        You can attend the special meeting via the virtual meeting platform and vote during the meeting by following the instructions on your proxy card. You can access the special meeting by visiting the website [•]. You will need your control number for access. If you do not have a control number, please contact Continental Stock Transfer. Instructions on how to attend and participate at the special meeting are available at [•].

However, if your shares are held in the name of your broker, bank or another nominee, you must get a proxy from the broker, bank or other nominee. That is the only way Edify can be sure that the broker, bank or nominee has not already voted your shares.

Revoking Your Proxy

If you are a stockholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•        you may send another proxy card with a later date;

•        you may notify Edify’s Secretary in writing before the special meeting that you have revoked your proxy; or

•        you may attend the special meeting and vote in person at the meeting.

Who Can Answer Your Questions About Voting Your Shares

If you are an Edify stockholder and have any questions about how to vote or direct a vote in respect of your shares of Edify’s common stock, you may call Morrow Sodali, Edify’s proxy solicitor, at (800) 662-5200 (Toll Free) or Edify at (212) 603-2800.

Redemption Rights

Pursuant to Edify’s current certificate of incorporation, holders of public shares may seek to redeem their shares for cash, regardless of whether they vote “for” or “against” the Merger proposal. Any stockholder holding public shares as of the record date may demand that Edify redeem such shares for a full pro rata portion of the trust account (which, for illustrative purposes, was approximately $[•] per share as of [•], 2023, the record date for the special meeting), calculated as of two business days prior to the anticipated consummation of the business combination. If a holder properly seeks redemption as described in this section and the business combination is consummated, Edify will redeem these shares for a pro rata portion of funds deposited in the trust account and the holder will no longer own these shares following the business combination.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the public shares. Accordingly, Edify will not redeem for cash all public shares in excess of 15% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group.”

The Sponsor and the Insiders will not have redemption rights with respect to any shares of common stock owned by them, directly or indirectly, in connection with the Transactions.

Holders may demand redemption by delivering their stock, either physically or electronically using The Depository Trust Company’s DWAC System, to Edify’s transfer agent prior to the vote at the special meeting. If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Edify will not redeem for cash public shares that have not been tendered (either physically or electronically) in accordance with these procedures. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $100 and it would be up to the broker whether or not to pass this cost on to the redeeming stockholder. In the event that the proposed business combination is not consummated this may result in an additional cost to stockholders for the return of their shares.

Any request to redeem such shares, once made, may be withdrawn at any time up to the vote on the Merger proposal. Furthermore, if a holder of a public share delivered its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that the transfer agent return the shares (physically or electronically).

If the business combination is not approved or completed for any reason, then Edify’s public stockholders who elected to exercise their redemption rights will not be entitled to redeem their shares for a full pro rata portion of the trust account, as applicable. In such case, Edify will promptly return any shares delivered by public holders. Additionally, if Edify would be left with less than $5,000,001 of net tangible assets as a result of the holders of public shares properly demanding redemption of their shares for cash, Edify will not be able to consummate the Merger.

The closing price of Edify’s Class A common stock on [•], 2023, the record date for the special meeting, was $[•] per share. The cash held in the trust account on such date was approximately $[•] ($[•] per public share). Prior to exercising redemption rights, stockholders should verify the market price of Edify’s common stock as they may receive higher proceeds from the sale of their common stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. Edify cannot assure its stockholders that they will be able to sell their shares of Edify’s common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its stockholders wish to sell their shares.

If a holder of public shares exercises its redemption rights, then it will be exchanging its shares of Edify’s common stock for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand redemption no later than the close of the vote on the Merger proposal by delivering your shares (either physically or electronically) to Edify’s transfer agent prior to the vote at the special meeting, and we consummate the Merger.

Appraisal Rights

Neither stockholders, unitholders nor warrant holders of Edify have appraisal rights in connection the business combination under the DGCL.

Proxy Solicitation Costs

Edify is soliciting proxies on behalf of its board of directors. This solicitation is being made by mail. Edify and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Edify will bear the cost of the solicitation.

Edify has hired Morrow Sodali to assist in the proxy solicitation process. Edify will pay that firm a fee of $[•] plus disbursements. Such payment will be made from non-trust account funds.

Edify will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Edify will reimburse them for their reasonable expenses.

PROPOSAL NO. 1 — THE MERGER PROPOSAL

Edify’s stockholders are being asked to approve the Merger with Unique Logistics described in this proxy statement/consent solicitation statement/prospectus, including (i) adopting the Merger Agreement and (ii) approving the other transactions contemplated by the Merger Agreement and the other Transaction Agreements described in this proxy statement/consent solicitation statement/prospectus. The discussion in this proxy statement/consent solicitation statement/prospectus of the Merger and the principal terms of the Merger Agreement is subject to, and is qualified in its entirety by reference to, the Merger Agreement, which is attached as Annex A to this proxy statement/ consent solicitation statement/prospectus.

You should read carefully this proxy statement/consent solicitation statement/prospectus in its entirety for more detailed information concerning the Merger Agreement. Please see the subsection titled “— Certain Agreements Related to the Merger — Merger Agreement” below, for additional information and a summary of certain terms of the Merger Agreement.

We may consummate the Merger only if the Merger Proposal is approved by the affirmative vote of the holders of a majority of the shares of Edify’s common stock outstanding and entitled to vote thereon.

General

Structure of the Transactions

On December 18, 2022, Edify, Merger Sub and Unique Logistics entered into the Merger Agreement, pursuant to which Merger Sub will merge with and into Unique Logistics with Unique Logistics surviving the Merger as a wholly owned subsidiary of Edify.

The Merger will be effected as described in the following diagrams:

The following diagram depicts the current ownership structure of Unique Logistics and its subsidiaries:

[•]

The following diagram illustrates the ownership structure of Edify immediately following the business combination (percentages shown as basic ownership) and assumes that no Edify public stockholder exercises redemption rights with respect to its shares of common stock for a pro rata portion of the funds in the trust account:

Merger Consideration

Subject to the terms of the Merger Agreement, at the Effective Time:

•        each share of Unique Logistics Common 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 Edify’s Class A common stock equal the Common Exchange Ratio and its pro rata portion of any Earnout Consideration, as discussed below; and

•        each share of Unique Logistics 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 Edify’s Class A common stock equal to the product of (i)(A) the number of shares of Unique Logistics Common Stock into which such share of Unique Logistics Convertible Preferred Stock is convertible, taking into account the effects of the Transactions in accordance with the certificate of designation applicable to such Unique Logistics Convertible Preferred Stock, and (B) the Common Exchange Ratio, and (ii) its pro rata portion of any Earnout Consideration, as discussed below.

Assuming a Closing Date of [_], 2023, we expect that Unique Logistics stockholders will be entitled to receive upon the closing of the Transactions approximately [_] shares of Edify’s Class A common stock for each share of Unique Common Stock that they owned or into which their shares of Unique Logistics Convertible Preferred Stock was convertible as of immediately prior to the Effective Time and that Edify will issue an aggregate of approximately [_] shares of Edify’s Class A common stock at closing.

Unique Logistics stockholders will also have the right to receive up to 1,250,000 additional shares of the Combined Company’s Common Stock if, during the seven-year period following the date that is 60 days after the Closing Date, (i) the closing price of the Combined Company’s Common Stock equals or exceeds $12.00 per share for any 20 trading days within any consecutive 30 trading days or (ii) the Combined Company or any of its subsidiaries consummate a merger, consolidation, tender offer, exchange offer or business combination or sale of all or substantially all of its assets in which the fair value of the consideration (including all forms of consideration, including contingent consideration) payable in respect of each outstanding share of the Combined Company’s Common Stock equals or exceeds $12.00 per share (on a fully diluted basis), subject to the terms of the Merger Agreement. Unique Logistics stockholders will also have the right to receive 1,250,000 additional shares of the Combined Company’s Common Stock if the closing price of the Combined Company’s Common Stock or the fair value of the consideration equals or exceeds $15.00 per share in the same circumstances. The 2,500,000 additional shares issuable pursuant to the foregoing are referred to herein as the “Earnout Consideration.”

Exchange and Fractional Shares

Immediately prior to or at the Effective Time, Edify will deposit with Continental Stock Transfer & Trust Company (the “Exchange Agent”) evidence in book-entry form of shares of Edify’s Class A common stock representing the number of shares of Edify’s Class A common stock sufficient to deliver the Closing Merger Consideration. In addition, Edify shall instruct the Exchange Agent to reserve the Earnout Consideration.

Edify will instruct the Exchange Agent to issue to each stockholder of Unique Logistics the portion of the Closing Merger Consideration to which that stockholder of Unique Logistics is entitled pursuant to the Merger Agreement at or promptly after the Closing.

Edify will not issue any fractional shares of Edify’s Class A common stock in connection with the Merger, and each stockholder of Unique Logistics who would otherwise be entitled to a fraction of a share of Edify’s Class A common stock (after aggregating all shares of Edify’s Class A common stock to which such stockholder of Unique Logistics otherwise would be entitled) will not receive any shares of Edify’s common stock or other consideration in lieu of such fractional share.

Ownership and Voting Power of the Combined Company

As of the date of this proxy statement/consent solicitation statement/prospectus, except the foregoing does not reflect the most recent redemption of Edify stockholders in July 2023, there are (i) 6,874,525 shares of common stock issued and outstanding, which includes the 5,186,861 founder shares held by the Sponsor and the 1,687,664 public shares and (ii) 19,440,000 warrants issued and outstanding, which includes the 5,640,000 private placement warrants held by the Sponsor and the 13,800,000 public warrants. Each whole warrant entitles the holder thereof to purchase one share of Edify’s Class A common stock and, following the Transactions, will entitle the holder

thereof to purchase one share of the Combined Company’s Common Stock. Therefore, as of the date of this proxy statement/consent solicitation statement/prospectus (without giving effect to the Transactions) the Edify fully diluted share capital would be 26,314,525 common stock equivalents.

Upon completion of the Transactions, we anticipate that (i) Unique Logistics stockholders will hold an ownership interest of 80.4% of the issued and outstanding shares of the Combined Company’s Common Stock, (ii) the Sponsor will hold an ownership interest of 14.8% of the issued and outstanding shares of the Combined Company’s Common Stock, and (iii) Edify’s public stockholders will retain an ownership interest of 4.8% of the issued and outstanding shares of the Combined Company’s Common Stock. These levels of ownership interest assume that (A) no public stockholders exercise their redemption rights in connection with the Transactions, (B) no holders of Combined Company Warrants exercise such warrants, and (C) no Earnout Shares are issued. If the actual facts are different from these assumptions, these ownership percentage will be different.

The following table illustrates varying ownership levels in the Combined Company immediately following the consummation of the Transactions based on the assumptions above:

____________

(1)      net of 1,713,139 shares forfeited upon closing of the Transactions.

The following table illustrates varying ownership levels in the Combined Company immediately following consummation of the Transactions based on the assumptions above as well as the shares that could be issued under the warrants and issuance of all of the Earnout Shares.

____________

(1)      net of 1,713,139 shares forfeited upon closing of the Transactions.

See the section titled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

Certain Agreements Related to the Merger

Merger Agreement

Merger Agreement

The summary of the material provisions of the Merger Agreement set forth below and elsewhere in this proxy statement/consent solicitation statement/prospectus is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement/consent solicitation statement prospectus as Annex A and that is incorporated by reference in this proxy statement/consent solicitation statement/prospectus. All stockholders are encouraged to read the Merger Agreement in its entirety for a more complete description of the terms and conditions of the Merger.

The Merger Agreement contains representations and warranties that Edify and Merger Sub, on the one hand, and Unique Logistics, on the other hand, have made to one another as of specific dates. The assertions embodied in the representations and warranties are qualified by information in confidential disclosure schedules exchanged by the parties. Some of these schedules contain information that modifies, qualifies, and creates exceptions to the

representations and warranties set forth in the Merger Agreement. You should not rely on the representations and warranties described below as current characterizations of factual information about Edify or Unique Logistics, because they were made as of specific dates, may be intended merely as a risk allocation mechanism between Edify and Merger Sub and Unique Logistics, and are modified by the disclosure schedules.

Closing of the Transactions

The closing of the Transactions will take place promptly following the satisfaction or waiver of the conditions described below under the subsection titled “Conditions to Closing,” unless Edify and Unique Logistics agree in writing to another time or unless the Merger Agreement is terminated. We expect to consummate the Transactions promptly after the approval of Edify’s stockholders at the special meeting of such stockholders.

Representations and Warranties

The Merger Agreement contains representations and warranties of Unique Logistics relating, among other things, to: (i) entity organization, formation, corporate power and authority, (ii) subsidiaries, (iii) authorization to enter into the Merger Agreement, (iv) capital structure, (v) filings with the U.S. Securities and Exchange Commission (“SEC”) (v) taxes, (vi) litigation, (vii) undisclosed liabilities, (viii) governmental consents, (ix) related party transactions, (x) brokers’ fees, and (xi) compliance with laws. In addition, Unique Logistics made representations and warranties relating to, among other matters, (i) financial statements, (ii) absence of a material adverse effect, (iii) real property, (iv) material contracts, (v) intellectual property, (vi) data privacy, (vii) employee benefits matters, (viii) insurance, (ix) environmental matters, and (x) employees. The representations and warranties of the parties contained in the Merger Agreement will terminate and be of no further force and effect as of the Closing.

Covenants

The parties have each agreed to use commercially reasonable efforts to (a) assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) obtain required material third-party consents and approvals other than consents or approvals required pursuant to any contract of Unique Logistics or any of its subsidiaries that is otherwise terminable at will, for convenience or upon or after the giving of 30 day’ notice of termination by a party thereto, and (c) take such other actions as may be reasonably necessary or as another party may reasonably request to satisfy the conditions of the other parties as set forth in the Merger Agreement or otherwise to comply with the Merger Agreement and to consummate the Transactions as soon as practicable.

Unique Logistics has agreed, until the earlier of the Closing or the termination of the Merger Agreement, to, and to cause its subsidiaries to, use commercially reasonable efforts to operate its business in the ordinary course of business, including recent past practice in light of the COVID-19 pandemic.

In addition, Unique Logistics and Edify have agreed that, unless contemplated by the Merger Agreement or the other Transaction Agreements, required by applicable law, or consented to in writing by Edify (which consent shall not be unreasonably conditioned, withheld, delayed or denied), subject to certain enumerated exceptions, Unique Logistics will not, and will cause its subsidiaries not to, take, among others, the following actions during the interim period between the date of the Merger Agreement and the Closing:

•        change or amend its organizational documents;

•        make, declare, set aside, establish a record date for or pay any dividend or distribution, other than any dividends or distributions from any wholly owned subsidiary of Unique Logistics to Unique Logistics or any other wholly owned subsidiaries of Unique Logistics;

•        enter into, assume, assign, amend or modify any material term of, or terminate (excluding any expiration in accordance with its terms) any collective bargaining or similar agreement to which it is a party or by which it is bound (other than entry into such agreements in the ordinary course of business);

•        issue, deliver, sell, transfer, pledge, dispose of or place any lien (other than a permitted lien) on any shares of capital stock or any other equity or voting securities of Unique Logistics or any of its subsidiaries or issue or grant any options, warrants or other rights to purchase or obtain any shares or any other equity or voting securities of Unique Logistics;

•        sell, assign, transfer, convey, lease, exclusively license, abandon, allow to lapse or expire, subject to or grant any lien (other than permitted liens) on, or otherwise dispose of, any material assets, rights or properties of Unique Logistics and its subsidiaries, taken as a whole, other than (i) the sale or license of software, goods and services to customers, (ii) the sale or other disposition of assets or equipment deemed by Unique Logistics in its reasonable business judgment to be obsolete, worthless or immaterial to the business of Unique Logistics and its subsidiaries, (iii) transactions among Unique Logistics and its wholly-owned subsidiaries or among its wholly-owned subsidiaries, and (iv) transactions in the ordinary course of business;

•        sell, lease, exclusively license, exclusively sublicense, covenant not to assert, assign, transfer, waive, abandon, allow to lapse, fail to maintain or otherwise dispose of or grant any rights in any intellectual property (other than non-exclusive licenses granted in the ordinary course of business consistent with past practice) or disclose any material trade secrets of Unique Logistics or any of its subsidiaries to any person (other than in the ordinary course of business to a person bound by adequate, written confidentiality obligations);

•        process any personal information (or fail to do any of the foregoing, as applicable) in violation of any privacy requirements;

•        fail to take all actions (or avoid to take actions, as appropriate) reasonably necessary to protect the privacy and confidentiality of, and to protect and secure, any personal information in the possession or control of, or processed by or on behalf of, Unique Logistics or any of its subsidiaries, including by undergoing regular, comprehensive data security testing and auditing and expeditiously and fully resolving or remediating all material risks or vulnerabilities identified in any such testing or auditing or of which Unique Logistics or any of its subsidiaries is otherwise aware;

•        (i) cancel or compromise any claim or indebtedness owed to Unique Logistics or any of its subsidiaries in excess of $100,000, (ii) settle any pending or threatened action (A) if such settlement would require (x) payment by Unique Logistics in an amount greater than $100,000 or (y) Unique Logistics or any of its subsidiaries to perform or satisfy material continuing obligations, (B) to the extent such settlement includes an agreement to accept or concede injunctive relief or (C) to the extent such settlement involves a governmental authority or alleged criminal wrongdoing, or (iii) agree to modify in any respect materially adverse to Unique Logistics and its subsidiaries any confidentiality or similar contract to which Unique Logistics or any of its subsidiaries are a party;

•        except as otherwise required by the terms of any existing Company Plans (as defined in the Merger Agreement) or contract or collective bargaining agreement in effect as of the date of the Merger Agreement and to which Unique Logistics or a subsidiary of Unique Logistics is a party or is bound (i) increase the compensation or benefits of any employee except for employees with annual cash compensation less than $200,000, increases in annual salary or wage rate made in the ordinary course of business consistent with past practice and that do not exceed 5% individually or 3% of the aggregate salary paid by Unique Logistics and its subsidiaries in calendar year 2021, (ii) grant any new awards, or amend or modify the terms of any outstanding awards, under any Company Plan, (iii) take any action to accelerate the vesting, satisfaction of performance requirements, or lapse of restrictions on payment, or fund in any other way to secure the payment, of compensation or benefits under any Company Plan, (iv) make any change in the key management structure of Unique Logistics or any of its subsidiaries, including the hiring of additional officers or the termination of existing officers, (v) hire or terminate any employee or any other individual who is providing or will provide services to Unique Logistics or its subsidiaries, other than the hiring or termination of any employee or service provider with an annual base salary or wage rate of less than $200,000 in the ordinary course of business or (vi) establish, adopt, enter into, materially amend in any respect or terminate any Company Plan or any plan, agreement, program, policy or other arrangement that would be a Company Plan if it were in existence as of the date of the Merger Agreement;

•        directly or indirectly acquire by merging or consolidating with, by purchasing a substantial portion of the assets of, or by purchasing all of or a substantial equity interest in, or by any other manner, any business or any corporation, partnership, limited liability company, joint venture, association or other entity or division thereof other than in the ordinary course of business;

•        forgive any loans or make any loans or advance any money or other property to any person (other than routine travel advances issued in the ordinary course of business);

•        enter into, assume, assign, partially or completely amend or modify any material term of, or terminate (excluding any expiration in accordance with its terms) any contract or agreement that would be a material contract as described in the Merger Agreement, other than entry into such agreements in the ordinary course of business;

•        redeem, purchase or otherwise acquire any shares of capital stock (or other equity interests) of Unique Logistics or any of its subsidiaries or any securities or obligations convertible (whether currently or only after the passage of time or the occurrence of certain events) into or exchangeable for any shares of capital stock (or other equity interests) of Unique Logistics or any of its subsidiaries;

•        adjust, split, combine, subdivide, recapitalize, reclassify or otherwise effect any change in respect of any shares of capital stock or other equity interests or securities of Unique Logistics;

•        make any change in its customary accounting principles or methods of accounting materially affecting the reported consolidated assets, liabilities or results of operations of Unique Logistics, other than as may be required by applicable law, GAAP or regulatory guidelines;

•        adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (other than the Transactions);

•        make, change or rescind any income or other material tax election, adopt or change any material financial or tax accounting methods, principles, or practices, file any amended income or other material tax return, settle or compromise any material Tax liability, enter into any closing agreement with respect to any tax, consent in writing to any extension or waiver of the limitations period applicable to any material tax claim or assessment, surrender any right to claim a refund of a material amount of taxes, enter into any tax sharing or tax indemnification agreement or similar agreement (except, in each case, for such agreements that are ordinary course contracts not primarily relating to taxes), request a ruling or similar guidance from any taxing authority with respect to any tax matter, or file any income or other material tax return in a manner inconsistent with past practice;

•        directly or indirectly, incur, or modify in any material respect the terms of, any indebtedness, or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any person for indebtedness;

•        voluntarily fail to maintain in full force and effect material insurance policies covering Unique Logistics or any of its subsidiaries and their respective properties, assets and businesses in a form and amount consistent with past practices;

•        enter into any transaction or amend in any material respect any existing agreement with any person that, to Unique Logistics’ knowledge, is an affiliate of Unique Logistics or its subsidiaries (excluding any Company Plans and ordinary course payments of annual compensation, provision of benefits or reimbursement or advancement of expenses in respect of members or stockholders who are employees of Unique Logistics or any of its subsidiaries);

•        enter into any agreement that materially restricts the ability of Unique Logistics or its subsidiaries to engage or compete in any line of business or enter into a new line of business;

•        make any capital expenditures that in the aggregate exceed $100,000, other than any capital expenditure (or series of related capital expenditures) consistent in all material respects with Unique Logistics’ annual capital expenditures budget for periods following the date of the Merger Agreement, which has been made available to Edify; or

•        enter into any agreement, or otherwise become obligated, to take any of the above-prohibited actions.

Further, Unique Logistics and Edify have agreed that, except as contemplated by the Merger Agreement or as consented to by Unique Logistics in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied), and subject to certain enumerated exceptions, Edify will not and will not permit any of its subsidiaries to:

•        change, modify or amend Edify’s trust agreement or the organizational documents of Edify or Merger Sub;

•        (i) declare, set aside or pay any dividends on, or make any other distribution in respect of any of its outstanding capital stock or other equity interests; (ii) split, combine or reclassify any of its capital stock or other equity interests; or (iii) other than in connection with certain redemptions pursuant to Edify’s organizational documents, if applicable, or as otherwise required by Edify’s organizational documents in order to consummate the Transactions, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any capital stock or other equity interests;

•        make, change, or rescind any income or other material tax election, adopt or change any material financial or tax accounting methods, principles, or practices, file any amended income or other material tax return, consent in writing to any extension or waiver of the limitations period applicable to any material tax claim or assessment, or file any income or other material tax return in a manner inconsistent with past practice;

•        enter into, renew or amend in any material respect, any contract with an affiliate of Edify;

•        waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened action) or compromise or settle any liability;

•        directly or indirectly acquire by merging or consolidating with, by purchasing a substantial portion of the assets of, or by purchasing all of or a substantial equity interest in, or by any other manner, any business or any corporation, partnership, limited liability company, joint venture, association or other entity or division thereof;

•        (i) make any material change in its accounting principles, policies, procedures, or methods unless required by (A) an amendment in GAAP made subsequent to the date of the Merger Agreement, as agreed to by its independent accountants, or (B) applicable law, or (ii) engage in any conduct in a new line of business or engage in any material commercial activities (other than to consummate the transactions contemplated by the Merger Agreement);

•        (i) issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, any Edify’s common stock or securities exercisable for or convertible into Edify’s common stock, or (ii) grant any options, warrants or other equity-based awards with respect to Edify’s common stock not outstanding on the date of the Merger Agreement and disclosed in documents filed publicly with the SEC, in each case, with an aggregate grant value in excess of $1,500,000;

•        forgive any loans or make any loans or advance any money or other property to any person (other than routine travel advances issued in the ordinary course of business);

•        directly or indirectly, incur, or modify in any material respect the terms of, any indebtedness, or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any person for indebtedness that in the aggregate exceed $1,500,000;

•        voluntarily fail to maintain in full force and effect material insurance policies covering Edify or Merger Sub and their respective properties, assets and businesses in a form and amount consistent with past practices;

•        liquidate, dissolve, reorganize or otherwise wind-up its business and operations; or

•        enter into any agreement, or otherwise become obligated, to take any above-prohibited action.

The Merger Agreement also contains additional covenants of the parties, including, among other things, covenants providing for:

•        Edify and Unique Logistics to prepare and file this proxy statement/consent solicitation statement/prospectus, Edify to solicit proxies from Edify stockholders to vote on the proposals that will be presented for consideration at the special meeting, and Unique Logistics to obtain the required approval of its stockholders by written consent;

•        compliance with the notification and reporting requirements under the HSR Act;

•        mutual exclusivity during the interim period between signing of the Merger Agreement and closing of the Transactions;

•        each party to take certain actions to effect the intended tax treatment of the Transactions;

•        the protection of confidential information of the parties and, subject to the confidentiality requirements, the provision of reasonable access to information by each of Unique Logistics and Edify to the other;

•        customary indemnification of, and provision of insurance with respect to, former and current officers and directors of Edify and Unique Logistics and each of their respective subsidiaries;

•        Edify to take all actions and do all things necessary, proper or advisable to satisfy on a timely basis all conditions and covenants applicable to Edify in the Sponsor Support Agreement and to enforce its rights under such agreement;

•        Edify to use its reasonable best efforts to ensure that Edify’s Class A common stock and warrants (but in the case of the warrants, only to the extent issued as of December 18, 2022) continue to be listed on Nasdaq;

•        Edify to take all commercially reasonable steps as may be required to cause any acquisition or disposition of Edify’s Class A common stock that occurs or is deemed to occur by reason of or pursuant to the Transactions by each individual who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Edify to be exempt under Rule 16b-3 promulgated under the Exchange Act; and

•        Edify to take all actions necessary to continue to qualify as an “emerging growth company” and not take any action that would cause Edify to not qualify as an “emerging growth company,” in each case as defined in Rule 12b-2 under the Exchange Act.

Conditions to Closing

General Conditions

Consummation of the transactions contemplated by the Merger Agreement is conditioned on the approval of the Merger proposal, the charter proposal, the incentive plan proposal and the Nasdaq proposal, as described in this proxy statement/consent solicitation statement/prospectus.

In addition, the consummation of the transactions contemplated by the Merger Agreement is conditioned upon, among other things:

•        the termination or expiration of the waiting period under the HSR Act;

•        no order, judgment, injunction, decree, writ, stipulation, determination or award entered by or with any governmental authority, and no statute, rule or regulation, that is in effect makes the Transactions illegal or otherwise enjoins or prohibits the consummation of the Transactions;

•        Edify having at least $5,000,001 of net tangible assets remaining after redemptions by Edify stockholders;

•        the required stockholder approvals having been obtained;

•        the shares of common stock having been listed on Nasdaq or any successor inter-dealer quotation system or stock exchange thereto;

•        The parties intend to apply to have the shares of Buyer Class A common stock to be issued in the Merger listed on the Nasdaq Capital Market tier. While the Nasdaq listing condition may be waived by agreement of Edify and Unique Logistics, without recirculation or resolicitation of their stockholders, neither party expects that it would waive this condition to Closing.

•        the registration statement contemplated under the Merger Agreement having become effective in accordance with the Securities Act, no stop order having been issued by the SEC with respect to the registration statement and no action seeking such order has been initiated and not withdrawn; and

•        the delivery by each of Unique Logistics and Edify to the other of a certificate with respect to the truth and accuracy of such party’s representations and warranties as of the Closing Date, as well as the performance by such party of the covenants and agreements contained in the Merger Agreement required to be complied with by such party prior to the Closing.

Edify’s Conditions to Closing

The obligations of Edify and Merger Sub to consummate the transactions contemplated by the Merger Agreement also are conditioned upon, among other things:

•        the accuracy of the representations and warranties of Unique Logistics (subject to customary bring-down standards); and

•        the covenants of Unique Logistics having been performed in all material respects.

•        no Material Adverse Effect (as defined in the Merger Agreement) having occurred since the date of the Merger Agreement.

Unique Logistics’ Conditions to Closing

The obligations of Unique Logistics to consummate the transactions contemplated by the Merger Agreement also are conditioned upon, among other things:

•        the accuracy of the representations and warranties of Edify and Merger Sub (subject to customary bring-down standards);

•        the covenants of Edify and Merger Sub having been performed in all material respects.

•        the current certificate of incorporation of Edify and the current bylaws of Edify having been amended and restated in the form of the second amended and restated certificate of incorporation and the amended and restated bylaws, respectively;

•        no 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 either is a party, as applicable, having occurred since the date of the Merger Agreement and be continuing; and

•        the Debt Facility having been provided to Unique Logistics or alternative debt financing having been obtained by Unique Logistics; provided, however, that pursuant to the Acknowledgement and Waiver Agreement among the parties, dated as of September 18, 2023, Unique Logistics acknowledged that this condition to Closing will be fully satisfied and discharged in full upon the payment of the remaining $9.5 million available to Unique Logistics under the Financing Agreement directly to Edify’s service providers in satisfaction of Edify’s transaction expenses, $3.[_] million of which will be paid in cash and the remainder of which will be paid in the form of a note issued by Unique Logistics in favor of such service providers.

Waiver

Any party to the Merger Agreement may waive in writing any of its rights or conditions in its favor under the Merger Agreement. Notwithstanding the foregoing, pursuant to Edify’s current certificate of incorporation, Edify cannot consummate the proposed Merger if it has less than $5,000,001 of net tangible assets remaining after the Closing.

Termination

The Merger Agreement may be terminated at any time, but not later than the Closing, as follows:

(i)     by written consent of Unique Logistics and Edify;

(ii)    by written notice from either Unique Logistics or Edify to the other if any governmental entity shall have issued any Governmental 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-appealable;

(iii)   by either Edify or Unique Logistics if the other has breached any representation, warranty, covenant or agreement set forth in the Merger Agreement such that the related condition to Closing would not be satisfied at Closing and has not cured its breach within 20 business days after receipt of notice of such breach; provided, that this right to terminate the Merger Agreement will not be available if the terminating party’s failure to fulfill any obligation under the Merger Agreement has been the primary cause of, or primarily resulted in, the failure of the Closing to occur;

(iv)   by either Edify or Unique Logistics if the Closing has not occurred on or before the Termination Date (January 20, 2024) or the Extended Termination Date, as applicable; provided that this right to terminate the Merger Agreement will not be available if the terminating party’s failure to fulfill any obligation under the Merger Agreement has been the primary cause of, or primarily resulted in, the failure of the Closing to occur on or before such date;

(v)    by written notice from either Unique Logistics or Edify to the other if the required approvals of the Edify stockholders is not obtained at the special meeting (subject to any adjournment, postponement or recess thereof); provided, that this right to terminate will not be available to Edify if, at the time of such termination, Edify is in breach of certain obligations under the Merger Agreement with respect to the Registration Statement of which this proxy statement/consent solicitation statement/prospectus is a part and/or the special meeting; or

(vi)   by written notice to Unique Logistics from Edify if Unique Logistics fails to deliver executed copies of the required written consent of its stockholders to Edify within 10 business days of the date that that Unique Logistics was required to disseminate this proxy statement/consent solicitation statement/prospectus to its stockholders.

Effect of Termination

Except as otherwise set forth in the Merger Agreement, if the Merger Agreement is properly terminated it will become void and have no effect (other than with respect to certain surviving obligations specified in the Merger Agreement), without any liability on the part of any party thereto or its respective affiliates, officers, directors, employees or stockholders, other than for fraud or any intentional and willful breach.

Fees and Expenses

The Merger Agreement provides that Unique Logistics will pay all fees, costs, and expenses incurred in connection with any competition, antitrust, or other regulatory filings, or the receipt of any approvals required in connection with the Transactions, up to a maximum amount of $13,000,000 and that otherwise, except as otherwise provided in the Merger Agreement or the other Transaction Agreements, each party will bear its own expenses incurred in connection with the Merger Agreement and the Transactions whether or not such Transactions are consummated; provided, that, if the Closing occurs, Edify will pay out of the proceeds held in the trust account, or cause Unique Logistics to pay, at or promptly after Closing, all transaction expenses due on or prior to the Closing Date up to the $13,000,000 amount, and provided further that Edify’s transaction expenses may not exceed $9,500,000.

The Merger Agreement also provides that Unique Logistics will pay 50% of the fees and expenses incurred by Edify relating to obtaining any extension of the date by which Edify must consummate a business combination.

Amendments

The Merger Agreement may be amended by the parties thereto at any time by execution of a duly authorized agreement in writing executed on behalf of each of the parties in the same manner as the Merger Agreement and that makes reference to the Merger Agreement. Edify and Unique Logistics would each file a Current Report on Form 8-K and would issue a press release to disclose any amendment to the Merger Agreement entered into by the parties. If such amendment is material to investors, Edify and Unique Logistics would send a supplement to this proxy statement/consent solicitation statement/prospectus as promptly as practicable.

Debt Facility; Financing Agreement

The Merger Agreement provides that it is a condition to Unique Logistics’ obligations to consummate the Transactions that CB Agent Services LLC (or a syndicate of lenders thereof) shall have provided the Debt Facility to it, or that Unique Logistics had obtained alternative debt financing, by February 5, 2023; pursuant to two Extension Agreements entered into among the parties to the Merger Agreement, the amount of the Debt Facility was decreased to $19.0 million and the funding deadline was extended as follows: (i) $4.0 million by March 10, 2023; (ii) $5.0 million (or such lower amount as Unique Logistics has requested) by June 30, 2023; and (iii) thereafter, the unfunded balance of the Debt Facility in an aggregate principal amount of no less than $10.0 million (or such lower amount as Unique Logistics has requested), as Unique Logistics may request.

In this regard, on March 10, 2023, the Company entered into the Financing Agreement and related fee letter as borrower with certain of its subsidiaries party thereto as guarantors, the lenders party thereto, CB Agent Services LLC as origination agent, and Alter Domus (US) LLC as collateral agent and administrative agent. The Financing Agreement provides for an initial senior secured term loan in the principal amount of $4,210,526 and a delayed draw term loan facility in an aggregate principal amount of up to $14,789,474.

Under the terms of the Financing Agreement, the Company may use the proceeds of such term loans to (i) pay fees and expenses related to entering into the Financing Agreement and the related transaction documents and the ULHK Entities Acquisition, (ii) redeem certain of the promissory notes issued at the closing of the ULHK Entities Acquisition to pay the purchase price of the shares purchased from ULHK in the ULHK Entities Acquisition, and (iii) pay fees and expenses related to the Transactions; Waiver and Amendment No. 1 to the Financing Agreement, dated as of September 18, 2023, provides that the $9.5 million remaining available to Unique Logistics under the Financing Agreement will be used to pay up to $9.5 million of Edify’s expenses with respect to the Transactions. The Company’s obligations under the Financing Agreement are or will be guaranteed by certain of its domestic subsidiaries as set forth in the Financing Agreement. Such obligations, including the guarantees, are secured by substantially all of the personal property of the Company and the subsidiary guarantors pursuant to a security agreement dated March 10, 2023.

At the Company’s option, each loan will bear interest at an annual rate of the Base Rate, as defined in the Financing Agreement, plus 9.00% or Adjusted Term Secured Overnight Finance Rate, as defined in the Financing Agreement, plus 10.00% per annum. Under certain circumstances, a default interest rate will apply on all obligations during the existence of an event of default under the Financing Agreement at an annual rate equal to 3.00% above the interest rate otherwise applicable to such obligations.

The Financing Agreement requires that the Company, its subsidiary guarantors, and their subsidiaries make certain mandatory prepayments. Any mandatory prepayments or repayment in full of the term loans will be subject to early termination fees except for any optional prepayment made on or prior to December 10, 2023.

The Financing Agreement contains (i) certain affirmative covenants that impose certain reporting obligations on Unique Logistics and its subsidiary guarantors and their subsidiaries, (ii) certain negative covenants that generally limit, subject to various exceptions, Unique Logistics and its subsidiary guarantors and their subsidiaries from taking certain actions, including, without limitation, incurring indebtedness, making investments, incurring liens, paying dividends and engaging in mergers and consolidations, sale and leasebacks, and asset dispositions, and (iii) financial maintenance covenants in the form of a maximum leverage ratio and minimum liquidity. Obligations under the Financing Agreement may be declared due and payable upon the occurrence and during the continuance of customary events of default.

On September 13, 2023, the parties to the Financing Agreement entered into the Waiver and Amendment No. 1 to the Financing Agreement, which waived certain events of default attributed to Unique Logistics under the Financing Agreement. In addition, subject to the satisfaction of certain conditions set forth in Section 6 the Waiver and Amendment No. 1 to the Financing Agreement, the lenders consented to amending the testing periods for certain financial covenants and increased the delayed draw term loan commitments by $1,192,174.74.

Lock-Up Agreement

Concurrently with the execution of the Merger Agreement, Edify and certain existing stockholders of Unique Logistics entered into the Lock-Up Agreement, pursuant to which each of them agreed not to, without Edify’s prior written consent, (i) sell, offer to sell, contract, or agree to sell, hypothecate, pledge, or otherwise dispose of, directly or indirectly, any shares of Edify’s Class A common stock or securities convertible into or exercisable for shares of Edify’s Class A common stock owned by him, her, or it, (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Covered Shares, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii), in each case other than to a Permitted Transferee (as defined in the Lock-Up Agreement), until the date that is 12 months after the Closing Date, except that (A) if the closing share price of Edify’s Class A common stock 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, 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. A copy of the form of Lock-Up Agreement is attached hereto as Annex D. The parties to the Lock-up Agreement entered into the agreement to facilitate the Transactions and did not receive any consideration in exchange for entry into the Lock-up Agreement.

Sponsor Support Agreement

In connection with the execution of the Merger Agreement, Edify, the Sponsor and the Insiders entered into the Sponsor Support Agreement, pursuant to which the Sponsor agreed: (i) to waive certain antidilution rights that may have otherwise entitled the Sponsor to more than one share of Edify’s Class A common stock per share upon conversion of the Sponsor’s founder shares on a one-to-one basis into shares of Edify’s Class A common stock in connection with the consummation of the Merger; (ii) to forfeit 1,713,139 of its founder shares contingent upon the Closing, subject to a reduction of up to 150,000 shares pursuant to the formula described therein; (iii) to vote in favor of the adoption of the Merger Agreement at the special meeting; and (iv) not to transfer any shares of Edify’s Class B common stock (or shares of Edify’s Class A common stock issuable upon conversion thereof) or any private placement warrants (or shares of Edify’s Class A common stock underlying such warrants), for a period of one year and 30 days, respectively, following the Closing Date, subject to potential early termination if the trading price of Edify’s Class A common stock trades above $12.00 per share for a specified period. The Sponsor and the Insiders entered into the Sponsor Support Agreement in order to facilitate the Transactions and did not receive any consideration in exchange for entry into the Sponsor Support Agreement.

Voting and Support Agreement

Concurrently with the execution of the Merger Agreement, Edify and Unique Logistics entered into a Voting and Support Agreement with each of Frangipani Trade Services, Inc. and Great Eagle Freight Limited, who collectively hold sufficient shares to deliver the required approval of the plan of merger set forth in the Merger Agreement by Unique Logistics’ existing stockholders, pursuant to which Frangipani Trade Services and Great Eagle agreed: (i) to deliver a written consent with respect to their Unique Logistics Shares in favor of the Merger Agreement and the Transactions on the second business day following the date on which the Registration Statement of which this proxy statement/consent solicitation statement/prospectus is a part is declared effective by the SEC; and (ii) vote or cause to be voted (or deliver a written consent with respect to) all of their Unique Logistics Shares against any other action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions; and (ii) not to sell or otherwise transfer their Unique Logistics Shares unless the buyer or other transferee thereof executes a joinder agreement to the Voting and Support Agreement in a form reasonably acceptable to Edify and Unique Logistics. The parties to the Voting and Support Agreement entered into the agreement to facilitate the Transactions and did not receive any consideration in exchange for entry into the Voting and Support Agreement. A copy of the form of Voting and Support Agreement is attached as Annex F to this proxy statement/consent solicitation statement/prospectus.

Registration Rights Agreement

Contingent upon the Closing, Edify and the Sponsor will enter into an Amended and Restated Registration Rights Agreement that will amend and restate Edify’s existing Registration Rights Agreement, which will amend and restate the existing registration rights of the Sponsor and grant holders of Edify’s Class A common stock, including certain current Edify stockholders (and their permitted transferees), following the Closing, certain registration rights with respect to securities of the Combined Company, including: (i) the right to require the Combined Company to register for resale certain securities of the Combined Company that that they hold on customary terms for a transaction of this type, including customary demand and piggyback registration rights for resale, pursuant to Rule 415 under the Securities Act; (ii) the right to initiate underwritten offerings, including block trades; (iii) a requirement that Edify file the resale registration statement with the SEC within 20 business days of the Closing; and (iv) a requirement that Combined Company pay certain expenses of the electing holders relating to such registrations and indemnify them against certain liabilities that may arise under the Securities Act.

Name, Headquarters; Stock Symbols

The name of the Combined Company after the consummation of the Transactions will be Unique Logistics International Holdings, Inc. and our headquarters will be located at 154-09 146th Avenue — 3rd Floor, Jamaica, NY 11434. Edify has applied to have the Combined Company’s Common Stock and public warrants listed on the Nasdaq Capital Market and, upon the Closing, we expect that the Combined Company’s Common Stock and the Combined Company Warrants will begin trading on the Nasdaq Capital Market under the symbols “[_]” and “[_].WS” respectively. As a result, Edify’s publicly traded units will separate into the component securities upon consummation of the Merger and will no longer trade as a separate security.

Background of the Transactions

Edify is a blank check company formed as a corporation in Delaware on September 20, 2020 in order to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The Merger is the result of an extensive search for a potential business combination, whereby Edify evaluated a large number of potential targets utilizing Edify’s global network and the investing, operating and transaction experience of Edify’s management team, advisory partners and the Edify Board. The terms of the Merger are the result of arm’s-length negotiations between representatives of Edify and representatives of Unique Logistics over the course of several months. The following is a brief discussion of the background of these negotiations, the Merger Agreement and the other transaction-related documents.

On January 20, 2021, Edify completed its initial public offering. Prior to the consummation of the Edify IPO, neither Edify, nor anyone on its behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a transaction with Edify.

After the Edify IPO, Edify commenced an active search for prospective businesses and acquisition targets, reviewing a large number of potential targets. Representatives of Edify, Edify management, the Sponsor and members of the Edify Board either contacted or were contacted by a number of individuals, entities and third party financial advisors with respect to business combination opportunities.

In general, Edify looked for companies with a strong management team and a stable cash generative business that would benefit from being listed on a national securities exchange.

In connection with their evaluation of potential initial acquisition targets, Edify, the Edify Board and Edify’s management and/or representatives, including the Sponsor, Jason Beckman, Jason Colodne, Peter Ma, Chris Brown, and Luke Vande Guchte:

•        considered and conducted an analysis of over 200 potential acquisition targets (including Unique Logistics) in collaboration with the Edify Board, BMO Capital Markets Corp., one of the underwriters of the Edify IPO, and industry connections;

•        entered into non-disclosure agreements with approximately 30 of such potential acquisition targets, the terms of each of which were customary and did not include standstill obligations;

•        issued initial draft letters of intent to seven such potential acquisition targets, each of which outlined the terms of a proposed business combination, and five of which did not progress beyond such initial draft letter of intent; and

•        ultimately engaged in detailed discussions, due diligence and negotiations with two potential acquisition targets: Company A and Unique Logistics. Company A is an online education platform.

Edify initially narrowed the list of more than 200 potential acquisition targets down to 30 due to a number of targets expressing limited interest in undertaking the process of becoming a publicly listed company and others indicating there would be significant difference between their perceived valuation and a valuation that Edify would be likely to support. Following additional due diligence on the potential acquisition targets that agreed to enter into a non-disclosure agreement, Edify further reduced the list of potential acquisition targets due to the failure of a number of potential targets to generate consistent cash flow or a lack of confidence in the ability of such targets to generate consistent cash flow in the near or long term. Certain other potential acquisition targets declined to proceed due to general capital market performance or were determined to support a valuation that was not sufficiently large to support becoming a public company.

The foregoing factors assisted Edify’s determination to enter into term sheets with Company A and Unique Logistics.

During the week of March 15, 2021, Company A’s financial advisor contacted Edify to determine if Edify was interested in exploring a business combination with their client, which was seeking to go public via a business combination transaction with a SPAC. On March 26, 2021, Edify signed a non-disclosure agreement with Company A and shortly thereafter received access to Company A’s virtual data room, which contained information on the business, including a management presentation, industry overview presentation and other supporting materials. Between April 15, 2021 and May 24, 2021, Peter Ma and Chris Brown of Edify had several virtual meetings with Company A’s management team and its advisors to discuss the business, valuation expectations and process. On May 10, 2021, Edify submitted a formal non-binding letter of intent to complete a business combination with Company A. Between May 10, 2021 and May 24, 2021, Peter Ma and Chris Brown of Edify and Company A negotiated the terms of the non-binding letter of intent. On May 24, 2021, Edify and Company A executed the letter of intent.

From May 2021 through late-August 2021, Edify conducted commercial, legal and financial due diligence on Company A, drafted and negotiated a business combination agreement and related ancillary agreements, and engaged with potential private investors considering an equity investment in the business combination opportunity. After considering the responses of such potential private investors, the results of the commercial, legal and financial due diligence and the unwillingness of Company A’s ownership to agree to a reduced valuation, in late-August 2021, Edify and Company A mutually agreed to terminate discussions and no longer pursue a business combination.

As part of its evaluation of potential acquisition targets, Edify’s management and the Edify Board discussed on a regular basis the status of management’s and its representatives’ discussions with various acquisition targets. These updates generally addressed the potential targets under consideration and the status of the discussions, if any, with the respective acquisition targets. These updates continued throughout the period of time when Edify was evaluating various acquisition targets, including Company A and, subsequently, Unique Logistics.

On July 11, 2022, Luke Vande Guchte of Edify held an initial call with EF Hutton, a subsidiary of Benchmark Investments, LLC (“EF Hutton”), and David Briones of Unique Logistics to discuss potential transactions. During the call the parties also discussed an initial introduction between Edify and Unique Logistics to facilitate a discussion about Unique Logistics’ business and whether further discussions might be beneficial to the parties. Following the call, Edify engaged Kroll, LLC and Mintz Group to perform financial and commercial diligence and background checks, respectively, on Unique Logistics and its management.

On July 13, 2022, Edify and Unique Logistics executed a non-disclosure agreement to facilitate the exchange of confidential information in connection with a potential transaction. Following execution of the non-disclosure agreement, Edify commenced its due diligence review of Unique Logistics’ non-public information.

On July 18, 2022, Luke Vande Guchte of Edify, David Briones of Unique Logistics, and EF Hutton, held a follow-up call to discuss the possibility of exploring a business combination with Edify in order to facilitate the listing of Unique Logistics’ securities on a national securities exchange and gain access to the capital markets.

On August 3, 2022, Luke Vande Guchte of Edify delivered an initial draft letter of intent to Unique Logistics outlining the basic parameters for a potential transaction between Edify and Unique Logistics. The initial letter of intent draft proposed, among other things: (i) a total enterprise value for Unique Logistics of approximately $400 million; (ii) cash consideration comprised of the $276 million in cash held in the trust account, $21 million of which would be used to complete the acquisition of the ULHK Entities; (iii) a $30 million financing backstop by Edify in the form of debt or Unique Logistics Convertible Preferred Stock; (iv) a customary committed equity facility; (v) certain “lock-up” arrangements for the Sponsor and certain stockholders of Unique Logistics; (vi) an earnout of 2,500,000 additional shares of Edify’s Class A common stock potentially to be issued to Unique Logistics stockholders based upon the trading price of Edify’s Class A common stock exceeding certain thresholds during the seven years following the Closing; (vii) 40% of the shares of Edify’s common stock to be issued to the Sponsor upon conversion of Edify’s Class B common stock being subject to certain earnout restrictions based upon the trading price of Edify’s common stock during the seven years following the Closing; and (viii) pro forma equity ownership (assuming Maximum Redemptions) reflecting: (a) the Sponsor holding approximately 12.3% of the outstanding shares of Edify’s common stock immediately following the Closing and (b) current Unique Logistics stockholders holding approximately 87.7% of the outstanding shares of Edify’s common stock immediately following the Closing.

From August 4, 2022 through September 15, 2022, Unique Logistics contemplated continuing to pursue its own listing on Nasdaq through the completion of a primary sale of securities registered on a Form S-1 registration statement, which Unique Logistics initially filed on October 5, 2021. Unique Logistics and Edify continued to discuss the possibility of a transaction on revised terms, specifically that Unique Logistics required assurances related to the financing of the ULHK Entities Acquisition that was to be completed prior to any business combination with Edify as well further financial commitment related to fees and operating capital in order to avoid a private placement of equity securities at the time of any business combination between the parties.

On September 16, 2022, representatives of Weil, Gotshal & Manges LLP, counsel to Edify (“Weil”), delivered to Unique Logistics a revised draft of the letter of intent that, among other things: (i) retained a total enterprise value for Unique Logistics of approximately $400 million; (ii) increased the amount of the Edify financing backstop from $30 million to $35 million and provided that such backstop would potentially take the form of non-convertible debt; (iii) provided for the Sponsor and the underwriters of the Edify IPO to hold 16.0% of the outstanding shares of Edify’s common stock immediately following the closing of the transaction, subject to the Sponsor’s agreement to forfeit 22% of its founder shares at Closing; (iv) contemplated a commitment to provide a $25 million bridge loan (as part of Edify’s backstop) to Unique Logistics to facilitate Unique Logistics’ anticipated completion of the ULHK Entities Acquisition; and (v) contemplated that Edify and Unique Logistics would split any fees associated with the extension of the term during which Edify could consummate an initial business combination (the “extension fees”).

On September 20, 2022, representatives of Weil, Lucosky Brookman LLP, counsel to Unique Logistics (“Lucosky”), David Briones of Unique Logistics, Luke Vande Guchte of Edify, and EF Hutton held an introductory telephonic call to discuss the revised draft of the letter of intent and other aspects of the potential business combination. On September 22, 2022, representatives of Weil, Lucosky, David Briones of Unique Logistics, and Luke Vande Guchte of Edify held a telephone call to discuss the proposed treatment of the Unique Logistics Convertible Preferred Stock in the transaction.

On September 23, 2022, representatives of Weil, Luke Vande Guchte of Edify, and BMO Capital Markets Corp., one of the underwriters of the Edify IPO, held a telephone call to discuss certain Nasdaq requirements for the Combined Company following the Transactions. Also on September 23, 2022, Luke Vande Guchte of Edify delivered to Unique Logistics a revised draft of the letter of intent, which provided for certain exceptions to the “lock-up” restrictions on the shares of Edify’s common stock to be issued at the closing of the transaction to each of Trillium Partners L.P. (“Trillium”) and 3a Capital Establishment (“3a”), current stockholders of Unique Logistics.

Also on September 23, 2022, Luke Vande Guchte of Edify and certain of its advisors were granted access by EF Hutton to a virtual data room containing non-public information relating to Unique Logistics in order to facilitate Edify’s due diligence review of Unique Logistics. From September 23, 2022 to December 16, 2022, Luke Vande Guchte of Edify and its advisors continued their broader due diligence review of Unique Logistics. On September 28, 2022, representatives of Weil delivered to EF Hutton an initial due diligence request list. The initial due diligence request list requested information from Unique Logistics regarding general corporate matters, capitalization, financing, material contracts, labor and employment, employee benefits, litigation, intellectual property, data privacy, real property, regulatory and environmental, health and safety matters. Thereafter,

representatives of Weil, Lucosky, EF Hutton, Luke Vande Guchte of Edify and Sunandan Ray and David Briones of Unique Logistics continued to correspond with respect to various supplemental legal diligence questions and Unique Logistics uploaded relevant documentation to the virtual data room.

On several occasions, representatives of Weil, Lucosky, Luke Vande Guchte of Edify and Eli Kay of Unique Logistics held virtual diligence sessions to address questions arising from Weil’s legal due diligence review, including on (i) November 2, 2022 with respect to intellectual property matters, (ii) November 7, 2022 with respect to compliance with applicable international trade laws (including anti-corruption laws), (iii) November 14, 2022 with respect to general corporate and finance-related matters and (iv) November 16, 2022 with respect to intellectual property, data privacy, and labor and employment matters.

During the week of September 26, 2022, representatives of Lincoln International LLC (“Lincoln”) commenced Lincoln’s diligence review of Unique Logistics in connection with its potential engagement for the potential delivery of a fairness opinion to the Edify Board.

On September 30, 2022, representatives of Weil delivered to Unique Logistics a revised draft of the letter of intent that provided for certain exceptions to the “lock-up” restrictions on the shares of Edify’s common stock to be issued at the closing of the proposed transaction to Front Four Management LLC, a current stockholder of Unique Logistics (together with 3a and Trillium, the “Preferred Holders”).

On September 30, 2022, Unique Logistics provided a copy of the letter of intent to 3a and Trillium, each of which reviewed the terms thereof and subsequently communicated to Unique Logistics that they would support the business combination transaction.

On October 4, 2022, representatives of Weil delivered to Unique Logistics an execution version of the letter of intent.

On October 4, 2022, the board of directors of Unique Logistics, by unanimous written consent, adopted and approved the letter of intent and determined that the letter of intent was fair, advisable and in the best interests of Unique Logistics and its stockholders, and directed that it be executed by an officer of Unique Logistics on Unique Logistics’ behalf. Unique Logistics executed the letter of intent on October 5, 2022.

On October 10, 2022, representatives of Edify reviewed the draft letter of intent regarding Unique Logistics and the proposed transactions with the Edify Board. The Edify Board held calls on October 10, 2022 and October 11, 2022 to discuss Unique Logistics’ business and the terms of the letter of intent, following which the Edify Board authorized representatives of Edify to execute the letter of intent. On October 11, 2022, Edify and Unique Logistics executed the letter of intent.

On October 12, 2022, representatives of Unique Logistics and Kroll, LLC (“Kroll”) held an introductory telephone call and Kroll subsequently circulated an initial draft of its engagement letter, which Edify executed on November 3, 2022.

On October 17, 2022, the Edify Board met to discuss updates surrounding the potential business combination and receive updates regarding transaction process, including a review of Unique Logistics’ business, plans for conducting due diligence on Unique Logistics and anticipated timing to negotiate definitive documentation for the potential business combination.

On November 2, 2022, representatives of Weil delivered to Lucosky an initial draft of the Merger Agreement.

On November 3, 2022, representatives of Weil delivered to Lucosky an initial draft of the debt commitment term sheet. From November 3, 2022 through December 16, 2022, representatives of Weil and Lucosky exchanged drafts in order to finalize the debt commitment term sheet.

On November 8, 2022, representatives of Weil delivered to Lucosky an initial draft of the Sponsor Support Agreement, pursuant to which the Sponsor and certain directors and officers of the Sponsor would agree, among other things: (i) to waive certain anti-dilution rights with respect to the conversion of the Sponsor’s founder shares on a one-to-one basis into shares of Edify’s Class A common stock in connection with the consummation of the Merger; (ii) to support the Transactions, including agreeing to vote in favor of the adoption of the Merger Agreement at the Special Meeting; (iii) not to transfer founder shares or private placement warrants between the date of the Merger Agreement and the Closing; and (iv) contingent upon the Closing, not to transfer (A) any shares of Edify’s common

stock for up to 12 months following the Closing (subject to certain exceptions) and (B) any warrants to purchase shares of Edify’s common stock for up to 30 days following the Closing. The initial draft of the Sponsor Support Agreement also contemplated the forfeiture by the Sponsor of 22% of its founder shares at the Closing. From November 8, 2022 through December 13, 2022, representatives of Weil and Lucosky exchanged drafts in order to finalize the Sponsor Support Agreement.

Also on November 8, 2022, representatives of Weil delivered to Lucosky an initial draft of the Lock-Up Agreement, pursuant to which certain Unique Logistics stockholders would agree not to, without Edify’s prior written consent, transfer any shares of Edify’s common stock for 12 months following the Closing, subject to (i) certain exceptions relating to the trading price of shares of Edify’s common stock during such period and (ii) “leak-out” exceptions applicable to specified holders of Unique Logistics Convertible Preferred Stock.

On November 16, 2022, representatives of Lucosky delivered to Weil a revised draft of the Merger Agreement that, among other things: (i) revised the mechanics for the issuance of the earnout securities to the Unique Logistics stockholders; (ii) required the parties to split fees in connection with regulatory filings; (iii) narrowed the scope of the representations and warranties to be provided by Unique Logistics; (iv) increased the amount of time given to Unique Logistics to deliver, and removed Edify’s ability to terminate the Merger Agreement in the case of a failure by Unique Logistics to deliver, the approval of its stockholders of the Transactions (the “Unique Logistics stockholder approval”); (v) expanded limitations imposed by the conduct of business covenants on Edify; (vi) revised the proposed terms of the contemplated debt financing; and (vii) revised the mechanics for determining how the parties would split any extension fees.

On November 20, 2022, representatives of Lucosky delivered to Weil a revised draft of the Lock-Up Agreement that, among other things, clarified what constituted a change of control of the Combined Company thereunder.

On November 21, 2022, representatives of Weil delivered to Lucosky a revised draft of the Merger Agreement that, among other things: (i) decreased the amount of time given to Unique Logistics to deliver the Unique Logistics stockholder approval; (ii) specified that Unique Logistics shall have obtained the debt facility on terms reasonably acceptable to Unique Logistics and the lender party or parties and deleted a related provision allowing for termination of the Merger Agreement by Unique Logistics if the debt facility was not so obtained; (iii) expanded the scope of the representations and warranties to be provided by Unique Logistics; (iv) narrowed certain limitations imposed by the conduct of business covenants on Edify; (v) expanded other limitations imposed by the conduct of business covenants on Unique Logistics; (vi) required Unique Logistics to pay all fees in connection with regulatory filings; and (vii) revised the mechanics for determining how the parties would split any extension fees.

On November 28, 2022, representatives of Weil delivered to Lucosky an initial draft of the Articles of Merger to be filed with the Secretary of State of the State of Nevada in connection with the Merger.

On December 5, 2022, representatives of Lucosky delivered to Weil (i) a revised draft of the Merger Agreement, (ii) initial drafts of the second amended and restated certificate of incorporation of Edify and the amended and restated bylaws of the Combined Company, (iii) an initial draft of the Registration Rights Agreement addressing, among other things, the form of registration statement and timing and commitments relating to the registration rights of the parties, and (iv) an initial draft of the Voting and Support Agreement pursuant to which certain Unique Logistics stockholders would, in connection with the consent solicitation statement, agree to vote in favor of the Transactions and agree not to transfer shares of Unique Logistics capital stock during the pendency of the Transactions, subject to certain exceptions.

The revised draft of the Merger Agreement, among other things: (i) increased the amount of time that Unique Logistics would have to deliver the Unique Logistics stockholder approval; (ii) expanded limitations imposed by the conduct of business covenants on Edify; (iii) narrowed the scope of the representations and warranties to be provided by Unique Logistics; (iv) reverted to requiring the parties to split fees in connection with regulatory filings; (v) included a cap of $6 million on transaction fees to be borne by Unique Logistics; (vi) revised the mechanics for determining how the parties would split any extension fees; and (vii) revised the proposed terms of and termination rights of the parties in connection with the contemplated debt financing.

From December 5, 2022 through December 16, 2022, representatives of Lucosky and Weil exchanged revised drafts of the second amended and restated certificate of incorporation, the amended and restated bylaws of Edify, the Registration Rights Agreement and the Voting and Support Agreement in order to finalize these documents.

On December 7, 2022, representatives of Weil delivered to Lucosky a revised draft of the Merger Agreement that, among other things: (i) expanded the scope of the representations and warranties to be provided by Unique Logistics; (ii) decreased the amount of time that Unique Logistics would have to deliver the Unique Logistics stockholder approval; (iii) reverted to requiring Unique Logistics to pay all fees in connection with regulatory filings; (iv) narrowed the limitations imposed by the conduct of business covenants on Edify; (v) revised the standard of efforts required to be used by the parties in connection with regulatory filings; (vi) revised the mechanics for the splitting of any extension fees; and (vii) revised the proposed terms of and termination rights of the parties in connection with the contemplated debt financing.

Also on December 7, 2022, representatives of Lucosky delivered to Weil an initial draft of Unique Logistics’ disclosure schedules relating to the Merger Agreement. From December 7, 2022 through December 16, 2022, representatives of Lucosky and Weil exchanged drafts in order to finalize Unique Logistics’ disclosure schedules.

On December 8, 2022, representatives of Lucosky delivered to Weil an initial draft of Amendment No. 1 to the Stock Purchase Agreement, dated as of April 28, 2022 (the “ULHK SPA”), by and between Unique Logistics and ULHK pursuant to which Unique Logistics and ULHK would agree to extend the expiration date of the ULHK SPA. From December 8, 2022 through December 16, 2022, representatives of Lucosky, Weil and ULHK finalized Amendment No. 1 to the ULHK SPA.

On December 9, 2022, Edify executed the Lincoln engagement letter.

On December 10, 2022, representatives of Weil delivered to Lucosky an initial draft of the Edify disclosure schedules relating to the Merger Agreement. From December 10, 2022 through December 16, 2022, representatives of Weil and Lucosky exchanged drafts in order to finalize the Edify disclosure schedules.

On December 12, 2022, representatives of Lucosky delivered to Weil a revised draft of the Merger Agreement, which, among other things: (i) narrowed the scope of the representations and warranties to be provided by Unique Logistics; (ii) increased the amount of time that Unique Logistics would have to deliver the Unique Logistics stockholder approval; (iii) included a cap on regulatory filing fees and transaction fees of $10 million to be borne by Unique Logistics; (iv) added a requirement that the Sponsor forfeit certain additional founder shares; and (v) revised the proposed terms of and termination rights of the parties in connection with the contemplated debt financing.

On December 13, 2022, Luke Vande Guchte of Edify held a call with Sunandan Ray of Unique Logistics to discuss certain open points in the Merger Agreement, including the inclusion of a limitation on the incurrence of transaction expenses in order to preserve cash for the operation of the business and the potential forfeiture of additional founder shares in the event that transaction expenses exceeded such limitations.

On December 13, 2022, representatives of Weil delivered to Lucosky a revised draft of the Merger Agreement that, among other things: (i) increased the number of founder shares that the Sponsor would forfeit at the Closing; (ii) expanded the scope of the representations and warranties to be provided by Unique Logistics; (iii) revised the cap on regulatory filing fees and transaction fees to be borne by Unique Logistics from $10 million to $13 million; (iv) removed the requirement that the Sponsor forfeit additional founder shares; and (v) revised the proposed terms of and termination rights of the parties in connection with the contemplated debt financing.

On December 13, 2022, Edify formed Merger Sub.

On December 14, 2022, the Edify Board met, with representatives of Edify management, Colbeck Capital Management, LLC (“Colbeck”) and Weil participating, to provide an update on the Transactions, Edify’s extension proxy and the scope of diligence conducted by Edify and its advisors in connection with the Transactions.

Also on December 14, 2022, the board of directors of Unique Logistics (the “Unique Logistics Board”) held a special meeting, at which representatives of Lucosky were also present, at which it considered the definitive Merger Agreement as well as the Support Agreement, the Lock-Up Agreement, and the Registration Rights Agreement, copies of which were provided to each director before the meeting. The representatives of Lucosky presented the Unique Logistics Board with a detailed review of the Merger Agreement and the Transactions, followed by an overview of the material provisions of the Support Agreement, the Lock-Up Agreement, and the Registration Rights Agreement. The representatives of Lucosky also answered questions from members of the Unique Logistics Board during these discussions. At the conclusion of these presentations and discussion and deliberation by the members of the Unique Logistics Board, and after considering all of the factors that it deemed relevant, Unique Logistics Board unanimously adopted, approved and declared advisable and in the best interests of Unique Logistic and its stockholders the Merger Agreement, the Support Agreement, the Lock-Up Agreement, and the Registration Rights

Agreement and the transactions contemplated thereby, including the Merger, and authorized Sunandan Ray, Unique Logistics’ President and Chief Executive Officer, to execute and deliver the Merger Agreement and each such other Transaction Agreement in the name of and on behalf of Unique Logistics.

Between December 14, 2022 and December 16, 2022, representatives of Weil and Lucosky exchanged drafts to finalize the Merger Agreement and the other Transaction Agreements.

On December 14, 2022, counsel for 3a delivered to Weil a revised draft of the Lock-Up Agreement that, among other things, revised the metric for determining the daily trading volume restrictions with respect to open market transfers by the Preferred Holders.

On December 15, 2022, the Edify Board met to discuss and evaluate the proposed business combination with Unique Logistics, with representatives of Edify management, Colbeck, Weil and Lincoln participating. Luke Vande Guchte and representatives of Weil reviewed with the Edify Board the scope of commercial, tax, legal and financial diligence conducted by Colbeck, Weil and Kroll. Luke Vande Guchte then reviewed with the Edify Board the terms of the Debt Facility reflected in the debt commitment term sheet provided by CB Agent Services LLC, an affiliate of Colbeck, which debt commitment term sheet CB Agent Services LLC had negotiated with Unique Logistics. The Board then discussed the terms contained in the debt commitment term sheet and the importance of the debt commitment to Unique Logistics’ willingness to enter into the Merger Agreement and the other Transaction Agreements. A representative of Lincoln then reviewed certain materials containing Lincoln’s financial analyses in connection with the rendering of its fairness opinion to the Edify Board. A representative of Weil reviewed with the Edify Board its fiduciary duties and summarized the material terms of the Transaction Agreements, including those contained in the Merger Agreement. In recognition of their relationship with CB Agent Services LLC, each of Messrs. Beckman and Colodne informed the Edify Board that each would recuse himself from the meeting and vote of the Edify Board. Following further discussion and upon a motion duly made and seconded, the Edify Board, unanimously among those voting, (i) authorized, adopted and approved the Merger Agreement and the other Transaction Agreements, (ii) determined that such Transaction Agreements and the consummation of the transactions contemplated thereby, including the Merger, are advisable and in the best interests of Edify and its stockholders, (iii) approved the transactions contemplated by such Transaction Agreements as a “Business Combination” as defined in Edify’s then-existing certificate of incorporation, (iv) determined that the fair market value of Unique Logistics is equal to at least 80% of the amount held in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) as of such date and (v) adopted a resolution recommending that the Transactions be adopted by Edify’s stockholders.

On December 15, 2022, counsel for 3a delivered to Weil a further revised draft of the Lock-Up Agreement that, among other things, added a covenant requiring the Preferred Holders to timely provide trading records to the Combined Company with respect to shares of the Combined Company’s Common Stock sold by the Preferred Holders during the 12 months (or such lesser period pursuant to the terms of the Lock-Up Agreement) following the Closing Date.

On December 18, 2022, the parties executed the Merger Agreement, the Sponsor Support Agreement, the Lock-Up Agreement, the Voting and Support Agreement and the related Transaction Agreements. On the morning of December 19, 2022, before the stock market opened, Edify and Unique Logistics announced the execution of the Merger Agreement and the related Transaction Agreements.

Background of Edify’s Capital Markets Advisor

B. Riley is a full-service investment banking firm and, together with BMO Capital Markets, was a co-underwriter of the Edify IPO in January 2021. B. Riley is serving as the sole capital markets advisor for Edify’s business combination with Unique Logistics. Edify has not received notice, or any other indication, from BMO Capital Markets, B. Riley Securities or any other firm engaged in connection with the Edify IPO that such firm will cease involvement in Transactions.

B. Riley is entitled to an aggregate payment of $3,643,200 upon consummation of the business combination, consisting of $3,091,200 deferred underwriting commission and an advisory fee of $552,000. These payments were reflected in the Underwriting Agreement, dated January 14, 2021, by and between Edify and BMO Capital Markets Corp. and B. Riley Securities, Inc., as representatives of the several underwriters in connection with the Edify IPO. In addition, B. Riley is entitled to expense reimbursement of up to $100,000.

Edify’s Board of Directors’ Reasons for Approval of the Transactions

The Edify Board, in evaluating the Transactions, consulted with Edify’s management and financial, strategic and legal advisors. In (i) authorizing, adopting and approving the Merger Agreement and the other Transaction Agreements, (ii) determining that such Transaction Agreements and the consummation of the Transactions, including the Merger, are advisable and in the best interests of Edify and its stockholders, (iii) approving the Transactions as a “Business Combination” as defined in the current certificate of incorporation, (iv) determining that the fair market value of Unique Logistics is equal to at least 80% of the amount held in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) as of such date and (v) adopting a resolution recommending that the Transactions be adopted by Edify’s stockholders, the Edify Board considered and evaluated a number of factors, including the factors discussed below. The Edify Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. In addition, individual directors may have given different weight to different factors. The Edify Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. This explanation of Edify’s reasons for the Transactions and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

The Edify Board considered a number of factors pertaining to the Transactions as generally supporting its decision to enter into the Merger Agreement and the other Transaction Agreements and the transactions contemplated thereby, including but not limited to, the following material factors:

•        Reasonableness of Aggregate Consideration.    Following a review of the financial data provided to Edify, including certain unaudited prospective financial information, Edify’s due diligence review of Unique Logistics’ business, the Edify Board considered the aggregate consideration to be paid and determined that the aggregate consideration was reasonable in light of such data, financial information and current market conditions.

•        Business and Financial Condition and Prospects.    Edify’s management and advisors conducted significant due diligence examinations of Unique Logistics, including financial, tax and legal due diligence, commercial due diligence, and discussions with Unique Logistics’ management and Edify’s financial, tax and legal advisors concerning such due diligence examinations of Unique Logistics, from which the Edify Board and Edify’s management gained a better understanding of Unique Logistics’ business, financial condition, management team and future growth prospects. The Edify Board considered how these factors will enhance Unique Logistics’ ability to scale effectively and to execute upon and achieve its business plan.

•        Experienced and Committed Management Team with a Track Record of Operational Excellence.    The Edify Board considered the fact that the Combined Company will be led by the Chief Executive Officer and senior management team of Unique Logistics, which has a track record of operational excellence, growth and ongoing capabilities for innovation.

•        Opinion of Edify’s Financial Advisor.    The Edify Board took into account the financial presentation and the opinion, each dated as of December 15, 2022, of Lincoln to the Edify Board as to the fairness, from a financial point of view and as of the date of the opinion, of the Merger Consideration to Edify, which opinion was based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken as more fully described under the section titled “Proposal No. 1 — The Merger Proposal — Opinion of Edify’s Financial Advisor” below.

•        Commitment of Unique Logistics’ Owners.    The Edify Board considered the fact that the current stockholders of Unique Logistics are not selling any of their current holdings of Unique Logistics in connection with the Transactions and as such, will continue to own more than a majority of the Combined Company on a pro forma basis, which the Edify Board believed reflects such stockholders’ belief in and commitment to the continued growth prospects of Unique Logistics going forward.

•        Unique Logistics Being an Attractive Target.    The Edify Board considered the fact that, among other attractive characteristics and as assessed by Edify’s advisors, Unique Logistics (i) is of a size that the Edify Board believes is large enough to be successful in the public marketplace, (ii) has a strong existing management team, (iii) has significant growth opportunities and (iv) would benefit from the consummation of the Transactions by obtaining access to capital to fund its business plan in the near term, thereby reducing financing risk, and by putting it in a position to access the public capital markets in the future.

•        Other Alternatives.    Edify raised $276,000,000 in its initial public offering with the objective of consummating an attractive business combination. Since that time, as more fully described in “— Background of the Transactions,” Edify has evaluated a number of businesses but has been most impressed by Unique Logistics’ business. The Edify Board believed that, based upon the terms of the Transactions, the Transactions create the best available opportunity to maximize value for Edify stockholders.

•        Negotiated Transaction and the Terms of the Merger Agreement and the Other Transaction Agreements.    The Edify Board considered the terms and conditions of the Merger Agreement and the other Transaction Agreements and the Transactions, including the Merger, including each party’s representations, warranties and covenants, the conditions to each party’s obligation to consummate the Transactions and the termination provisions as well as the strong commitment by both Unique Logistics and Edify to complete the Transactions.

Lock-Up.    The agreement by the Insiders, the Sponsor and certain Unique Logistics stockholders to be subject to a post-Closing lockup in respect of the Combined Company’s Common Stock, subject to certain customary exceptions (including the attainment of certain trading price thresholds), which will provide important stability to the leadership and governance of Unique Logistics.

•        Board of Directors of the Post-Combination Company.    The Edify Board considered that the initial board of directors of the Combined Company would be comprised of Unique Logistics’ current board of directors and one directed appointed by the Sponsor.

•        Role of Independent Directors.    The Edify Board is comprised of a majority of independent directors who are not affiliated with the Sponsor and its affiliates. In connection with the Transactions, Edify’s independent directors took an active role in evaluating the proposed terms of the Transactions, including the Merger Agreement and the other Transaction Agreements. Edify’s independent directors evaluated and unanimously approved, as members of the Edify Board, the Merger Agreement and the other Transaction Agreements and the Transactions.

The Edify Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Transactions, including, but not limited to, the following:

•        Macroeconomic Risks.    Macroeconomic uncertainty, including the potential impact of the COVID-19 pandemic, and the effects they could have on the Combined Company’s revenues.

•        Benefits May Not Be Achieved.    The risk that the potential benefits of the Transactions may not be fully achieved or may not be achieved within the expected timeframe.

•        Liquidation.    The risks and costs to Edify if the Merger is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in Edify being unable to effect a business combination within the completion window and force Edify to liquidate.

•        Stockholder Vote.    The risk that Edify’s stockholders may object to and challenge the Transactions and take action that may prevent or delay the consummation of the Transactions, including to vote down the proposals at the special meeting or redeem their shares.

•        Closing Conditions.    The fact that completion of the Transactions is conditioned on the satisfaction of certain closing conditions that are not within Edify’s control.

•        Edify Public Stockholders Holding a Minority Position in the Post-Combination Company.    The risk that Edify public stockholders will hold a minority position in the Combined Company (approximately [_]%, assuming that no shares of Edify’s Class A common stock are elected to be redeemed by Edify stockholders and excluding the impact of the shares of Edify’s Class A common stock underlying the warrants), which may reduce the influence that Edify’s current stockholders have on the management of the Combined Company.

•        Litigation.    The possibility of litigation challenging the Transactions or that an adverse judgment granting injunctive relief could enjoin or otherwise interfere with the consummation of the Transactions.

•        ULHK Entities Transaction.    Unique Logistics’ then-pending transaction with ULHK and the possibility that the ULHK Entities Transaction might not be consummated.

•        Lock-Up Agreement Carveouts.    The potential effects on the share price of the Combined Company’s Common Stock in connection with certain “leak-out” provisions with respect to the Preferred Holders contained in the Lock-Up Agreement.

•        Fees and Expenses.    The fees and expenses associated with completing the Transactions.

•        Other Risks.    Various other risks associated with the business of Unique Logistics, as described in the section titled “Risk Factors” appearing elsewhere in this proxy statement/consent solicitation statement/prospectus.

In addition to considering the factors described above, the Edify Board also considered that:

•        Interests of Certain Persons.    Some officers and directors of Edify have interests in the Transactions as individuals that are in addition to, and that may be different from, the interests of Edify’s stockholders (see the section titled “Proposal No. 1 — The Merger Proposal — Interests of Certain Persons in the Merger”). Edify’s independent directors reviewed and considered these interests during the negotiation of the Transactions and in evaluating and unanimously approving, as members of the Edify Board, the Merger Agreement, the other Transaction Agreements, and the Transactions.

The Edify Board concluded that the potential benefits that it expected Edify and its stockholders to achieve as a result of the Transactions outweighed the potentially negative factors associated with the Transactions. The Edify Board also noted that Edify stockholders would have a substantial economic interest in the Combined Company (depending on the level of Edify stockholders that sought redemption of their public shares into cash). Accordingly, the Edify Board unanimously determined that the Merger Agreement and the other Transaction Agreements and the Transactions were advisable, fair to, and in the best interests of Edify and its stockholders.

Certain Financial Projections Provided to the Edify Board

The Original Projections

In connection with its consideration of the Transactions, Unique Logistics provided the Original Projections, which included its internally prepared projections for the fiscal years ending May 31, 2023 and May 31, 2024, in connection with Edify’s evaluation of Unique Logistics. Unique Logistics believed that the forecasts and assumptions described above were reasonable at the time the Original Projections were prepared, given the information Unique Logistics had at that time and its business strategy and performance trends at such time. However, since the signing of the Merger Agreement in December 2022, certain unanticipated factors have arisen with the passage of time that have impacted Unique Logistics’ actual results to date in calendar 2023 and that are expected to continue to affect Unique Logistics’ results going forward. Those factors include (i) sharp decreases in market prices for ocean and air freight and (ii) decreases in freight market volumes due to the economic slowdown and an increase in customer inventories. As a result, Unique Logistics prepared new projections, as set forth under “— The Updated Projections” below, to reflect the adjusted assumptions and expectations of Unique Logistics’ management regarding Unique Logistics for the years ending May 31, 2023 and May 31, 2024. Accordingly, the Original Projections do not reflect Unique Logistics’ management’s view on future performance, and we caution you not to place undue reliance on the Original Projections in making a decision regarding the Transactions. For additional information, see “Risk Factors — Risks Related to Edify and the Transactions — The projections and forecasts presented in this proxy statement/consent solicitation statement/prospectus may not be an indication of the actual results of the Transactions or Unique Logistics’ future results.”

The Projections were not prepared with a view towards public disclosure or compliance with the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information but, in the view of Unique Logistics’ management, they were prepared on a reasonable basis and reflected the best available estimates and judgments at the time they were provided to Edify by Unique Logistics, and presented, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of Unique Logistics. Unique Logistics does not, as a matter of general practice, publicly disclose long-term forecasts or internal projections of its future performance, revenue, financial condition or other results. The projections set forth below were prepared solely for

use by Edify and the Edify Board in connection with the Transactions and are subjective in many respects and are therefore susceptible to varying interpretations and the need for periodic revision based on actual experience and business developments. We caution you that the Projections may be materially different than actual results. This information is not fact and should not be relied upon as being necessarily indicative of future results, and we caution readers of the Projections not to place undue reliance on the prospective financial information included therein.

The Projections are forward-looking statements that are based on growth assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Unique Logistics’ control. There will be differences between actual and projected results, and actual results may be materially greater or materially less than those contained in the Projections. Furthermore, the Projections do not take into account any circumstances or events occurring after the date that they were prepared. Nonetheless, a summary of the Projections is provided in this proxy statement/consent solicitation statement/prospectus because the Original Projections were made available to Edify and the Edify Board in connection with its review of the Transactions. The inclusion of the Projections in this proxy statement/consent solicitation statement/prospectus should not be regarded as an indication that Unique Logistics, Edify or their respective representatives considered or consider the Projections to be a reliable prediction of future events.

The Original Projections were requested by, and disclosed to, Edify and to the Edify Board for use as but one component in its overall evaluation of Unique Logistics and are included in this proxy statement/consent solicitation statement/prospectus on that account. Additionally, the Original Projections were reviewed and approved by Edify and provided to Lincoln, who was authorized and directed by Edify to use and rely upon the Projections for its financial analyses and opinion to the Edify Board, as set forth in Annex H to this proxy statement/consent solicitation statement/prospectus. Accordingly, such Original Projections are included in this proxy statement/consent solicitation statement/prospectus on that account. Unique Logistics did not prepare alternative “cases” or “sets” of projections, other than the Updated Projections. The Edify Board did not consider the Updated Projections in determining to approve the Transactions, in determining that the Merger proposal is fair to and in the best interests of Edify and its stockholders, and in determining to recommend that the Edify shareholders vote in favor of each of the proposals, including the Merger proposal.

By including in this proxy statement/consent solicitation statement/prospectus the unaudited prospective financial information reflected in the Projections set forth below, neither Unique Logistics nor Edify undertakes any obligation, and each of them expressly disclaims, any responsibility to update or revise, or publicly disclose any update or revision to, such unaudited prospective financial information to reflect circumstances or events, including unanticipated events, that may have occurred or that may occur after their preparation of the unaudited prospective financial information, even in the event that any or all of the assumptions underlying the such unaudited prospective financial information change, in each case, except to the extent required by applicable federal securities laws. Readers of this proxy statement/consent solicitation statement/prospectus are cautioned not to rely solely on the unaudited prospective financial information set forth below in making a decision regarding the Merger Proposal, as actual results are likely to differ materially from such prospective financial information. You should read the following unaudited prospective financial information together with the sections titled “Risk Factors” and “Unique Logistics’ Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this proxy statement/consent solicitation statement/prospectus and Unique Logistics’ consolidated financial statements and the related notes included elsewhere in this proxy statement/consent solicitation statement/prospectus. None of Unique Logistics, Edify nor any of their respective affiliates, officers, directors, advisors or other representatives has made or makes any representation to any person that the results anticipated by the unaudited prospective financial information set forth in the Projections, or any other results, will be achieved. The Combined Company does not intend to reference the unaudited prospective financial information set forth in the Projections in its future periodic reports filed under the Exchange Act.

Neither Unique Logistics’ independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, such prospective financial information.

Key Elements of the Original Projections

The key elements of the Original Projections provided to Edify and relied upon by Edify in its valuation analysis are set forth in the table below:

____________

(1)      All amounts are estimates as of the date such projections were prepared.

(2)      Adjusted EBITDA represents net income before income taxes, finance income, finance expense, depreciation and amortization, reorganization expenses and operating expense settled by issuance of shares. Adjusted EBITDA is a non-GAAP financial measure.

(3)      Equity investment income from affiliates is treated as operating income in the updated projections and included in the consolidated EBITDA as equity investees are integral to Unique Logistics’ business operation.

The Updated Projections

Comparison of the Original Projections and Updated Projections

Among other updates, Unique Logistics’ management made the following principal changes in preparing the Updated Projections as compared to the Original Projections:

•        Updated Revenue Projections.    Unique Logistics’ management decreased total revenue projections for 2024 by $370 million, from $791 million in the Original Projections to $421 million in the Updated Projections, mainly attributable to a decrease in spot rates for ocean and air freight. This decline is primarily due to an excess of shipping capacity and customer inventory overhang from the supply chain disruptions resulting from the COVID-19 pandemic. As Unique Logistics passes its transportation costs directly to its customers, as further discussed below, the impact of the expected decline in revenue on Unique Logistics’ gross profit would not be as severe as the expected decline in revenue itself.

A freight forwarder like Unique Logistics generates profits by charging a dollar spread over its underlying transportation costs, which consists of the fees set by the shipping carriers/airlines/truckers that the forwarder contracts with to provide the underlying transportation services to its customers. The forwarder would typically pass its transportation costs directly to its shippers/customers and retain the spread (that is, the difference between such transportation costs and the fees it charges its client) as its gross profit. While the spread could fluctuate with spot shipping prices, it would not typically move by the same magnitude. For example, assume a forwarder would charge a $600 spread to ship a unit of cargo when the spot price is at $30,000; if the spot price were to decrease to, for example, $2,500, or by 92%, the forwarder would not typically reduce its spread by the same percentage, or to just $50. It would be more typical for such a forwarder to, for example, reduce its spread under such circumstances to $400 per unit of cargo. In such a case, while the forwarder’s revenue would have declined from $30,600 to $2,900, or 91%, its gross profit would have only declined from $600 to $400, or 33%. As a result, while lower shipping volume would impact a freight forwarder’s top-line revenue via lower spot prices, it would not affect gross profit to the same degree. In fact, its gross profit margin would improve as revenue declines.

•        Updated Gross Profit Projections.    Unique Logistics’ management decreased its gross profit projections for 2024 by $19 million, from $86 million in the Original Projections to $67 million in the Updated Projections. These adjustments were driven primarily by the lower shipping volume described above with respect to revenue.

•        Updated Adjusted EBITDA Projections.    Unique Logistics’ management decreased its Adjusted EBITDA projections for 2024 by $19 million, from $49 million in the Original Projections to $30 million in the Updated Projections. These adjustments were driven primarily by the factors described above, which decreased projected revenue and gross profit.

Key Elements of the Updated Projections

Considering the above main updates to the Original Projections, the key elements of the Updated Projections are summarized in the table below, which were prepared by Unique Logistics’ management:

____________

(1)      All amounts are estimates as of the date such projections were prepared.

(2)      Adjusted EBITDA represents net loss before income taxes, finance income, finance expense, depreciation and amortization, reorganization expenses and operating expense settled by issuance of shares. Adjusted EBITDA is a non-GAAP financial measure.

(3)      Equity investment income from affiliates is treated as operating income in the updated projections and included in the consolidated EBITDA as equity investees are integral to Unique Logistics’ business operations.

Material Assumptions Underlying the Financial Projections

The Projections set forth above reflect numerous assumptions, including assumptions with respect to general business, economic, market and regulatory conditions, all of which are difficult to predict and many of which are beyond Unique Logistics’ control, such as the volume of cross-border trade, the overall size and price level of the international freight market, the freight industry’s adoption of digital solutions, customer retention, competition, costs including labor, cloud services, digital advertising, and the other risks and uncertainties discussed in “Risk Factors,” “Unique Logistics’ Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Cautionary Note Regarding Forward-Looking Statements.”

Projected revenue as set forth in the Original Projections and the Updated Projections is based on market conditions as revenue is largely driven by volume and spot shipping prices. Unique Logistics prepared the Original Projections during the tail-end of the supply chain crisis precipitated by COVID-19, when shipping volume and spot prices were at elevated levels due to excess shipping demand. The Updated Projections reflect a normalized shipping market with lower volume and spot prices. As described above, gross profit is reduced by smaller percentage compared to revenue in the Updated Projection as freight forwarders can better preserve gross profit as revenue declines. Fifteen percent of the gross profit margin is based on Unique Logistics’ revised budget against the current macro environment and is largely in-line with other freight forwarders. Total operating costs are largely consistent across both the Original Projections and the Updated Projections. If the freight market continues to weaken, Unique Logistics’ revenue could decline more than expected, that is, more than is reflected in the Updated Projections.

The material assumptions underlying the Original Projections and the Updated Projections include:

•        Lower revenue projections for fiscal years 2023 and 2024 compared to the actuals of more than $1 billion in fiscal year 2022 due to decreased freight rates driven by supply chain normalization. However, as freight forwarding is a pass-through business, Unique Logistics expects to maintain resiliency in its gross profit despite lower rates. If freight shipping rates continue to fall, Unique Logistics’ revenue growth would be adversely affected.

•        Continued retention of almost all Unique Logistics’ customers. Unique Logistics has retained most of its active customers to date, however, Unique Logistics’ revenue would be adversely impacted if it fails to retain customers who rely on freight forwarders for shipping services.

•        Additional shippers and customers using Unique Logistics as their preferred freight forwarder, particularly for ocean freight and air freight services. If Unique Logistics fails to add new customers, the growth of Unique Logistics’ revenue would be adversely impacted.

•        Accelerated utilization of the Unique Logistics platform by small and medium sized enterprises as the Unique Logistics platform continues to expand and as Unique Logistics makes additional investments in sales and marketing. If Unique Logistics fails to add small to medium size enterprises, the growth of its revenue would be adversely impacted. Higher customer acquisition costs, due to increased competition from other freight forwarders, would also negatively impact operating profit.

•        Existing customers maintaining or increasing shipping volume with Unique Logistics. A loss of customer wallet share would negatively impact Unique Logistics’ revenue.

•        Global trade and the international freight market remaining stable or growing slightly. A sustained drop in these areas would negatively affect revenues.

•        Shippers continuing to pay profitable rates for shipping cargos, and the gross profit per shipment increasing over time as Unique Logistics cross-sells ancillary services to existing customers. Based on Unique Logistics’ experience, shippers are open to pay reliable forwarders higher rates for additional ancillary services. In addition, Unique Logistics provides valuable shipping market updates and logistics consulting services to shippers. If Unique Logistics fails to provide increasing value to shippers and, as a result, is unable to increase its gross profit per shipment, Unique Logistics’ operating profit would be adversely impacted.

•        Continuing partnership with carriers who provide shipping capacity to Unique Logistics. Failure to do so would adversely impact the overall business and results of operations.

•        Stable price levels, especially for skilled labor, office rent and utilities in the countries where Unique Logistics operates. If price inflation increases Unique Logistics’ costs, its net income may decline, particularly if Unique Logistics was unable to increase its own prices.

As discussed throughout the section of this proxy statement/consent solicitation statement/prospectus entitled “Information About Unique Logistics,” the majority of Unique Logistics’ projected revenue is expected to be driven by its ocean and air freight segments, in which revenue is directly related to the shipping volume and shipping rates quoted by Unique Logistics.

Opinion of Edify’s Financial Advisor

On December 15, 2022, Lincoln orally rendered its opinion to the Edify Board, subsequently confirmed in writing by delivery of Lincoln’s written opinion addressed to the Edify Board, dated December 15, 2022, based upon and subject to the qualifications, procedures, limitations and assumptions set forth therein, as to the fairness, from a financial point of view, to Edify of the Merger Consideration to be paid by Edify in connection with the Merger.

Lincoln’s opinion was directed to the Edify Board (in its capacity as such) and only addressed the fairness, from a financial point of view, to Edify of the Merger Consideration to be paid by Edify in connection with the Merger and did not address any other terms, aspects or implications of the Merger, or any agreements, arrangements or understandings entered into in connection with the Merger.

The summary of Lincoln’s opinion in this proxy statement/consent solicitation statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is attached as Appendix H to this proxy statement/consent solicitation statement/prospectus and that describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Lincoln in connection with the preparation of its opinion. Neither Lincoln’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement/consent solicitation statement/prospectus are intended to be, and do not constitute, advice or a recommendation to the Edify Board, Unique Logistics or any security holder as to how to act or vote on any matter relating to the Merger or otherwise.

Lincoln’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Lincoln, as of December 15, 2022, the date of its opinion. Such information included the Original Projections. Lincoln’s opinion does not take into account changes in circumstances or information coming to its attention after the date of its opinion and, therefore, does not take into account the Updated Projections. Lincoln did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion.

In connection with rendering its opinion, Lincoln, among other things:

1.      Reviewed the following documents:

a.      Audited financial statements for Unique Logistics for the fiscal years ended May 31, 2021 and May 31, 2022;

b.      Standalone and pro forma combined historical income statements and balance sheets for Unique Logistics and Unique Logistics Holdings Limited, a Hong Kong corporation (“Unique Logistics Asia”), for the calendar year ended December 31, 2020, the calendar year ended December 31, 2021 and the fiscal year-to-date and twelve month period ended September 30, 2022;

c.      The Original Projections;

d.      The fully diluted equity capitalization table of Unique Logistics as of October 4, 2022;

e.      The pro forma equity ownership table of Edify and estimated Transaction sources and uses schedule provided to Lincoln by Edify;

f.       The pro forma organization chart of Edify and equity ownership amounts of Unique Logistics Asia;

g.      A letter addressed to Lincoln by management of Edify, which contains, among other things, representations regarding the accuracy of the information, data and other materials (financial or otherwise) provided to, or discussed with, Lincoln by or on behalf of Edify, dated as of December 14, 2022;

h.      The executed stock purchase agreement between Unique Logistics and Unique Logistics Asia dated as of April 28, 2022;

i.       A draft of the Merger Agreement, dated as of December 13, 2022;

j.       Commercial due diligence report prepared by Kroll, LLC, dated as of November 22, 2022;

k.      Certain financial due diligence reports and accompanying workbooks prepared by Kroll, LLC, dated as of November 23, 2022 and November 30, 2022 including subsequent schedules and workbooks received through December 13, 2022; and

l.       Colbeck Syndication Memo for Unique Logistics dated October 2022;

2.      Discussed the terms and circumstances surrounding the Transactions with management of Edify and Unique Logistics;

3.      Met with management of each of Edify and Unique Logistics virtually and discussed the business, financial outlook and prospects of Unique Logistics and Unique Logistics Asia;

4.      Reviewed certain financial and other information for Unique Logistics and Unique Logistics Asia, and compared that data and information with certain stock trading, financial and corresponding data and information for companies with publicly traded securities as of the date hereof, none of which is directly comparable to Unique Logistics and Unique Logistics Asia, that Lincoln deemed relevant;

5.      Performed certain valuation and comparative financial analyses including a discounted cash flow analysis, an analysis of selected public companies and an analysis of M&A transactions that Lincoln deemed relevant; and

6.      Considered such other information, financial studies, generally accepted valuation and analytical techniques and investigations and financial, economic and market criteria that Lincoln deemed relevant.

In preparing its opinion, Lincoln relied upon and assumed the accuracy and completeness of all of the financial, accounting, legal, tax and other information Lincoln reviewed, and Lincoln has not assumed any responsibility for the independent verification of, nor independently verified, any of such information. With respect to the Original Projections, pro forma historical financial statements, and other financial information provided to Lincoln, Lincoln assumed that they were reasonably prepared in good faith on a basis reflecting the best currently available estimates and judgments of the applicable parties who prepared them. Lincoln used the Original Projections in performing its analyses and in arriving at its opinion. Lincoln assumed no responsibility for and expressed no opinion on the assumptions, estimates, and judgments on which such forecasts, including the Original Projections, interim financial statements, pro forma financial statements and other financial information were based. In addition, Lincoln was not requested to make, and did not make, an independent evaluation or appraisal of the assets or liabilities (contingent, derivative, off-balance sheet or otherwise) of Unique Logistics, Unique Logistics Asia, or any of their respective subsidiaries, nor was Lincoln furnished with any such evaluations or appraisals. With regard to the information provided to Lincoln by Unique Logistics and Unique Logistics Asia, Lincoln relied upon the assurances of Edify that they are unaware of any facts or circumstances that would make such information materially incomplete or misleading. Lincoln also assumed that there has been no material change in assets, liabilities, business, condition (financial or otherwise), results of operations or prospects of Unique Logistics and Unique Logistics Asia since the date of the most recent financial information was made available to Lincoln. Lincoln also assumed that in the course of obtaining any necessary regulatory and third party consents, approvals and agreements for the Merger, no modification, delay, limitation, restriction or condition would be imposed that would have an adverse effect on Unique Logistics, Edify or the Merger and that the Merger (including the acquisition by Unique Logistics of the share capital held by ULHK in certain of ULHK’s subsidiaries (the “Related Transactions”)) would be consummated in accordance with the terms of the draft Merger Agreement and other documents made available to Lincoln, without waiver, modification or amendment of any term, condition or agreement therein that was material to Lincoln’s analysis.

Lincoln relied upon the fact that the Merger (including the Related Transactions) would be consummated in a manner that complies in all respects with all applicable federal and state statutes, rules and regulations. Representatives of Edify advised Lincoln, and Lincoln further assumed, that the final terms of the draft Merger Agreement and the Merger would not vary materially from those set forth in the copies or drafts, as applicable, reviewed by Lincoln. Lincoln’s opinion was necessarily based on financial, economic, market and other conditions as they existed on, and the information made available to Lincoln, as of December 15, 2022. Although subsequent developments may affect Lincoln’s opinion, Lincoln does not have any obligation to update, revise or reaffirm its opinion.

Lincoln’s opinion only addressed the fairness, from a financial point of view, to Edify of the Merger Consideration to be paid by Edify in connection with the Merger and did not address any other terms, aspects or implications of the Merger, or any agreements, arrangements or understandings entered into in connection with the Merger or otherwise. In addition, Lincoln’s opinion did not address the relative merits of the Merger as compared to other transaction structures, transactions or business strategies that may have been available to Edify or the Edify Board, nor did it address or constitute a recommendation regarding the decision of the Edify Board to unanimously, among those voting, recommend the Merger, or the decision of the Edify Board to authorize the execution of the Merger Agreement or engage in the Merger or address the fairness from a financial point of view of the consideration to be paid by Unique Logistics in connection with the ULHK Entities Acquisition. Lincoln

did not evaluate Unique Logistics’ or Unique Logistics Asia’s solvency and was not requested to make, and did not make, an independent evaluation or appraisal of the assets or liabilities (contingent, derivative, off-balance sheet or otherwise) of Unique Logistics or Unique Logistics Asia, or any of their respective subsidiaries, nor was Lincoln furnished with any such evaluations or appraisals. Lincoln’s opinion did not constitute advice or recommendation to the Edify Board, Unique Logistics or any security holder as to how it should act or vote on any matter relating to the Merger or otherwise. Lincoln expressed no opinion as to what the market price or value of Unique Logistics’ or Edify’s stock would be after the announcement of the Merger. Lincoln also expressed no opinion about the amount or nature of any compensation or equity arrangement to be given to Unique Logistics’ officers, director or employees, or class of such persons in connection with the Merger relative to the Merger Consideration in the Merger or otherwise.

Set forth below is a summary of the material financial analyses reviewed by Lincoln with the Edify Board on December 15, 2022 in connection with rendering its opinion. The following summary, however, does not purport to be a complete description of the analyses performed by Lincoln. The order of the analyses described, and the results of these analyses, do not represent relative importance or weight given to these analyses by Lincoln. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before December 12, 2022 and is not necessarily indicative of then-current market conditions.

The following summary of Lincoln’s financial analyses includes information presented in tabular format. Several financial analyses were employed and no one method of analysis should be regarded as critical to the overall conclusion reached. This summary is qualified in its entirety by reference to the full text of Lincoln’s written opinion, which is attached as Appendix H to this proxy statement/consent solicitation statement/prospectus. While this summary describes certain of the analyses and factors that Lincoln deemed material in its presentation to the Edify Board, it is not a comprehensive description of all analyses and factors considered by Lincoln. The preparation of a fairness opinion is a complex process that involves various determinations as to appropriate and relevant methods of financial analysis and the application of these methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. Each of the analyses conducted was carried out to provide a particular perspective of the Merger Consideration. In order to fully understand the analyses, the tables must be read together with the full text of each summary. The tables are not intended to stand alone and alone do not constitute complete analyses. Considering the tables below without considering the full narrative description of Lincoln’s financial analyses, including the methodologies and assumptions underlying such analyses, could create a misleading or incomplete view of such analyses. Lincoln did not form a conclusion as to whether any individual analysis, when considered in isolation, supported or failed to support its opinion as to the fairness, from a financial point of view, to Edify of the Merger Consideration to be paid by Edify in connection with the Merger. In arriving at its opinion, Lincoln did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, Lincoln believes that its analyses must be considered as a whole and that selecting portions of its analyses and of the factors considered by it in rendering its opinion without considering all analyses and factors could create a misleading or incomplete view of the evaluation process underlying the opinion. The conclusion reached by Lincoln was based on all analyses and factors taken as a whole, and also on the application of Lincoln’s own experience and judgment.

Summary of Lincoln’s Financial Analysis

Discounted Cash Flow Analysis

Lincoln performed a discounted cash flow analysis of Unique Logistics consolidated for the U.S. entities (“Unique Logistics U.S.”) and the Asian entities Unique Logistics would own greater than 50.0% of following consummation of the Related Transactions (“Unique Logistics Asia — Controlled” and, collectively with Unique Logistics U.S., “Unique Logistics Consolidated”). A discounted cash flow analysis is a valuation methodology used to derive an intrinsic valuation of a company by calculating the present value of its estimated future cash flows. Lincoln performed a discounted cash flow analysis of the projected unlevered free cash flows of Unique Logistics Consolidated for the fiscal years 2023 through 2024. Lincoln defined “free cash flow” as cash generated by Unique Logistics Consolidated that is available either to reinvest, service debt, or distribute to security holders. The discounted cash flow analysis was used to determine the net present value of projected unlevered free cash

The valuation multiple range was selected, in part, by taking into consideration historical and projected financial performance metrics of each of Unique Logistics Consolidated, Unique Logistics U.S. and Unique Logistics Asia — Controlled, relative to such metrics of the selected public companies and selected transactions, including, but not limited to, the size of Unique Logistics Consolidated, Unique Logistics U.S. and Unique Logistics Asia — Controlled on a revenue, Adjusted EBITDA, and Adjusted EBIT basis, historical, estimated and projected Adjusted EBITDA and Adjusted EBIT margins compared to the selected public companies, and historical, estimated and projected revenue, Adjusted EBITDA, and Adjusted EBIT growth compared to the selected public companies.

Based on these selected valuation multiples, the enterprise value indication of Unique Logistics Consolidated ranged from $305.0 million to $400.0 million.

Summary of Analysis

The range of indicated enterprise values for Unique Logistics Consolidated that Lincoln derived from its discounted cash flow analysis and its selected public companies / M&A transactions analysis was $318.0 million to $398.0 million.

In order to estimate the value associated with the Unique Logistics Asia — Investments and the noncontrolling interests of Unique Logistics Asia — Controlled, Lincoln also applied a valuation multiple of 3.5x to 4.5x on LTM Pro Forma Adjusted EBIT for the respective entities for the last twelve months ended September 30, 2022, and made adjustments for cash, debt and working capital to conclude an equity value range and Unique Logistics’ ownership value in each of the entities in Unique Logistics Asia — Investments and the value of the noncontrolling interest of Unique Logistics Asia — Controlled entities not 100% owned by Unique Logistics.

After taking into account the value of Unique Logistics Asia — Investments, the noncontrolling interests associated with Unique Logistics Asia — Controlled, cash and equivalents, long-term debt, other debt-like items, other non-operating liabilities, and excess working capital, the concluded aggregate equity value range of Unique Logistics was $285.0 million to $373.0 million.

Miscellaneous

Lincoln and its affiliates provide a range of investment banking and financial services and, in that regard, Lincoln and its affiliates may in the future provide investment banking and other financial services to Edify and each of its affiliates, for which Lincoln and its affiliates would expect to receive compensation. Lincoln will receive a fee from Edify of $400,000, a portion of which was payable upon Lincoln’s retention, the balance of which was earned upon Lincoln informing the Edify Board it was prepared to render its opinion and payable upon the earlier of the termination of the Transactions in accordance with the Merger Agreement or the closing of the Transactions. No portion of Lincoln’s fee in connection with the delivery of its opinion is contingent upon either the conclusion reached in its opinion or the consummation of the Merger. Pursuant to the engagement letter pursuant to which Lincoln agreed to render its opinion, Edify agreed to indemnify Lincoln and certain related parties against certain liabilities, and to reimburse Lincoln for certain expenses, arising in connection with or as a result of Lincoln’s engagement. Other than in connection with the foregoing engagements, no other fees have been paid to Lincoln and its affiliates by Edify during the last two years.

Lincoln expressly consented to the attachment of its opinion as Appendix [ ] to this proxy statement/consent solicitation statement/prospectus. The opinion will be available for any interested stockholder of Edify (or any representative of a stockholder who has been so designated in writing) to inspect and copy at Edify’s principal executive offices during regular business hours.

Recommendation of the Edify Board

After careful consideration of the matters described above, the Edify Board determined unanimously that each of the Merger proposal, the charter proposal, the governance proposal, the incentive plan proposal, the director election proposal, the Nasdaq proposal, and the adjournment proposal, if presented, is fair to and in the best interests of Edify and its stockholders. The Edify Board has approved and declared advisable and unanimously recommend that you vote or give instructions to vote “FOR” each of these proposals.

Satisfaction of the 80% Test

It is a requirement under Edify’s current certificate of incorporation that any business acquired by Edify have a fair market value equal to at least 80% of the balance of the funds in the trust account (excluding the deferred underwriting commissions at the time of the execution of a definitive agreement for an initial business combination). As of December 18, 2022, the date of the execution of the Merger Agreement, the balance of the funds in the trust account was approximately $[_] million (excluding up to $9,660,000 of deferred underwriting commissions) and 80% thereof represents approximately $[_] million. In reaching its conclusion on the 80% asset test, the Edify Board used as a fair market value the $[_] million enterprise value for Unique Logistics which was implied based on the terms of the Transactions agreed to by the parties in negotiating the Merger Agreement.

The parties to the Merger Agreement considered factors such as Unique Logistics’ historical financial results, the future growth outlook and financial plan, as well as valuations and trading of publicly traded companies in similar and adjacent sectors. The Edify Board determined that the Merger Consideration, the amount of which was negotiated at arm’s-length, was fair to, and in the best interests of, Edify and its stockholders and appropriately reflected Unique Logistics’ value.

The Edify Board believes that because of the financial skills and background of its directors, it was qualified to conclude that the acquisition of Unique Logistics met the 80% requirement. Based on the fact that the $[_] million fair market value of Unique Logistics as described above is in excess of the threshold of approximately $[_] million, representing 80% of the balance of the funds in the trust account (excluding the deferred underwriting commissions), the Edify Board determined that the fair market value of Unique Logistics was substantially in excess of 80% of the funds in the trust account and that the 80% test was met.

Interests of Certain Persons in the Merger

In considering the recommendation of the Edify Board to vote in favor of approval of the Merger proposal and the other proposals, stockholders should keep in mind that the Sponsor and the Insiders have interests in such proposals that are different from, or in addition to, those of Edify stockholders generally. In particular:

•        If the Transactions or another business combination are not consummated by October 20, 2023 (or January 20, 2024 if Edify has extended the deadline for completing a business combination by a month by contributing $75,000 to the trust account in accordance with the current certificate of incorporation), Edify will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining stockholders and the Edify Board, dissolving and liquidating. In such event, the 6,900,000 initial shares held by the Sponsor would be worthless because the holders thereof are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of approximately $[•] based upon the closing price of $[•] per share on the Nasdaq Capital Market on [•], 2023, the record date for the special meeting. As a result of the nominal price of $[_] per founder share paid by the Sponsor compared to the recent market price of Edify’s Class A common stock, the Sponsor and its affiliates are likely to earn a positive rate of return on their investments in the founder shares even if the holders of Edify’s Class A common stock experience a negative rate of return on their investments in the Class A common stock. Such founder shares are subject to certain time- and performance-based vesting provisions as described under “Proposal No. 1 — The Merger Proposal — Sponsor Support Agreement.”

•        The Sponsor purchased an aggregate of 5,640,000 private placement warrants from Edify for an aggregate purchase price of $ 5,640,000 (or $1.00 per warrant). These purchases took place on a private placement basis simultaneously with the consummation of the Edify IPO. A portion of the proceeds Edify received from these purchases were placed in the trust account. Such warrants had an aggregate market value of approximately $[•] based upon the closing price of $[•] per warrant on the Nasdaq Capital Market on [•], 2023, the record date for the special meeting. The private placement warrants will become worthless if Edify does not consummate a business combination by October 20, 2023 (or January 20, 2024 if Edify has extended the deadline for completing a business combination by a month by contributing $75,000 to the trust account in accordance with the current certificate of incorporation). Such private placement warrants are subject to certain time- and performance-based vesting provisions as described under “Proposal No. 1 — The Merger Proposal — Sponsor Support Agreement.”

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

The following is a general discussion of the material U.S. federal income tax consequences (i) of the exercise of redemption rights by U.S. Holders and Non-U.S. Holders (each, as defined below) of Edify’s Class A common stock, (ii) of the Merger for U.S. Holders and Non-U.S. Holders of Unique Logistics Common Stock, and (iii) following the Merger, of the ownership and disposition of the Combined Company’s Common Stock received in the Merger.

This discussion is based on provisions of the Code, the Treasury Regulations promulgated thereunder (whether final, temporary, or proposed), administrative rulings of the IRS, and judicial decisions, all as in effect on the date hereof, and all of which are subject to differing interpretations or change, possibly with retroactive effect. This discussion does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply to a holder as a result of the Merger or as a result of the ownership and disposition of shares of Edify’s Class A common stock. In addition, this discussion does not address all aspects of U.S. federal income taxation that may be relevant to particular holders nor does it take into account the individual facts and circumstances of any particular holder that may affect the U.S. federal income tax consequences to such holder, and accordingly, is not intended to be, and should not be construed as, tax advice. This discussion does not address the U.S. federal 3.8% Medicare tax imposed on certain net investment income or any aspects of U.S. federal taxation other than those pertaining to the income tax, nor does it address any tax consequences arising under any tax laws other than the U.S. federal income tax law, such as gift or estate tax laws, U.S. state and local, or non-U.S. tax laws or, except as discussed herein, any tax reporting obligations of a holder of Edify’s Class A common stock or Unique Logistics Common Stock.

Holders should consult their own tax advisors regarding such tax consequences in light of their particular circumstances.

No ruling has been requested or will be obtained from the IRS regarding the U.S. federal income tax consequences of the Merger or any other related matter; thus, there can be no assurance that the IRS will not challenge the U.S. federal income tax treatment described below or that, if challenged, such treatment will be sustained by a court.

This summary is limited to considerations relevant to holders that hold shares of Edify’s Class A common stock, Unique Logistics Common Stock and, after the completion of the Transactions, the Combined Company’s Common Stock, as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be important to holders in light of their individual circumstances, including holders subject to special treatment under the U.S. tax laws, such as, for example:

•        banks or other financial institutions, underwriters, or insurance companies;

•        traders in securities who elect to apply a mark-to-market method of accounting;

•        real estate investment trusts and regulated investment companies;

•        persons who own (directly or through attribution) 5% or more (by vote or value) of the outstanding shares of Edify’s Class A common stock or Unique Logistics Common Stock, or, after the Merger, the issued shares of the Combined Company’s Common Stock (excluding treasury shares);

•        tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts;

•        expatriates or former long-term residents of the United States;

•        subchapter S corporations, partnerships or other pass-through entities or investors in such entities;

•        dealers or traders in securities, commodities or currencies;

•        grantor trusts;

•        persons subject to the alternative minimum tax;

•        U.S. persons whose “functional currency” is not the U.S. dollar;

•        persons who received shares of Edify’s Class A common stock or Unique Logistics Common Stock through the issuance of restricted stock under an incentive plan or through a tax-qualified retirement plan or otherwise as compensation;

•        holders holding Edify’s Class A common stock or Unique Logistics Common Stock, as a position in a “straddle,” as part of a “synthetic security” or “hedge,” as part of a “conversion transaction,” or other integrated investment or risk reduction transaction;

•        controlled foreign corporations, passive foreign investment companies, or foreign corporations with respect to which there are one or more United States stockholders within the meaning of Treasury Regulation Section 1.367(b)-3(b)(1)(ii); or

•        the Sponsor or its affiliates.

As used in this proxy statement/consent solicitation statement/prospectus, the term “U.S. Holder” means a beneficial owner of shares of Edify’s Class A common stock or Unique Logistics Common Stock, and, after the Merger, the Combined Company’s Common Stock received in the Merger, that is, for U.S. federal income tax purposes:

•        an individual who is a citizen or resident of the United States;

•        a corporation (or other entity that is classified as a corporation for U.S. federal income tax purposes) that is created or organized in or under the laws of the United States or any state thereof or the District of Columbia;

•        an estate the income of which is subject to U.S. federal income tax regardless of its source; or

•        a trust (i) if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (ii) that has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person for U.S. federal income tax purposes.

A “Non-U.S. Holder” means a beneficial owner of shares of Edify’s Class A common stock or Unique Logistics Common Stock, and, after the Merger, the Combined Company’s Common Stock received in the Merger that is, for U.S. federal income tax purposes, an individual, corporation, estate or trust that is not a U.S. Holder.

If a partnership, including for this purpose any entity or arrangement that is treated as a partnership for U.S. federal income tax purposes, holds shares of Edify’s Class A common stock or Unique Logistics Common Stock, and, after the completion of Merger, the Combined Company’s Common Stock received in the Merger, the U.S. federal income tax treatment of a partner in such partnership will generally depend on the status of the partner and the activities of the partner and the partnership. A holder that is a partnership and the partners in such partnership should consult their own tax advisors with regard to the U.S. federal income tax consequences of the exercise of redemption rights, the Merger and the subsequent ownership and disposition of the Combined Company’s Common Stock received in the Merger.

THIS SUMMARY DOES NOT PURPORT TO BE A COMPREHENSIVE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE EXERCISE OF REDEMPTION RIGHTS, THE MERGER OR THE OWNERSHIP AND DISPOSITION OF THE Combined Company’s Common Stock. IN ADDITION, THE U.S. FEDERAL INCOME TAX TREATMENT OF THE BENEFICIAL OWNERS OF SHARES OF EDIFY’S CLASS A COMMON STOCK, UNIQUE LOGISTICS Common Stock, and THE COMBINED company’S common stock MAY BE AFFECTED BY MATTERS NOT DISCUSSED HEREIN AND DEPENDS IN SOME INSTANCES ON DETERMINATIONS OF FACT AND INTERPRETATIONS OF COMPLEX PROVISIONS OF U.S. FEDERAL INCOME TAX LAW FOR WHICH NO CLEAR PRECEDENT OR AUTHORITY MAY BE AVAILABLE. HOLDERS OF SHARES OF EDIFY’S CLASS A COMMON STOCK OR UNIQUE LOGISTICS COMMON STOCK SHOULD CONSULT WITH THEIR TAX ADVISORS REGARDING THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE MERGER, OF THE OWNERSHIP

AND DISPOSITION OF THE COMBINED COMPANY’S COMMON STOCK AFTER THE MERGER, INCLUDING THE APPLICABILITY AND EFFECTS OF U.S. FEDERAL, STATE, LOCAL, AND OTHER TAX LAWS.

U.S. Holders

U.S. Federal Income Tax Consequences to U.S. Holders of Edify’s Class A Common Stock Exercising Redemption Rights

In the event that a U.S. Holder elects to redeem its shares of Edify’s Class A common stock for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as sale or exchange of the shares of Edify’s Class A common stock under Section 302 of the Code or is treated as a distribution under Section 301 of the Code with respect to the U.S. Holder. If the redemption qualifies as a sale or exchange of the shares of Edify’s Class A common stock, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the shares of Edify’s Class A common stock surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the shares of Edify’s Class A common stock redeemed exceeds one year. Long-term capital gains recognized by non-corporate U.S. Holders will be eligible to be taxed at reduced rates. However, it is unclear whether the redemption rights with respect to the shares of Edify’s Class A common stock may prevent a U.S. Holder from satisfying the applicable holding period requirement. The deductibility of capital losses is subject to limitations.

Redemption Treated as Sale or Exchange

Whether a redemption qualifies for sale or exchange treatment will depend largely on the total number of shares of Edify’s Class A common stock treated as held by the U.S. Holder (including any shares of Edify’s Class A common stock constructively owned by the U.S. Holder as a result of owning warrants) relative to all of the shares of Edify’s Class A common stock outstanding both before and after the redemption. The redemption of shares of Edify’s Class A common stock generally will be treated as a sale or exchange of the shares of Edify’s Class A common stock (rather than as a corporate distribution) if the redemption (i) is “substantially disproportionate” with respect to the U.S. Holder, (ii) results in a “complete termination” of the U.S. Holder’s interest in Edify’s Class A common stock or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.

In determining whether any of the foregoing tests are satisfied, a U.S. Holder takes into account not only shares of Edify’s Class A common stock actually owned by the U.S. Holder, but also shares of Edify’s Class A common stock that is constructively owned by him, her or it. A U.S. Holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities, including those in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any stock the U.S. Holder has a right to acquire by exercise of an option, which would generally include Edify’s Class A common stock that could be acquired pursuant to the exercise of the warrants.

In order to meet the substantially disproportionate test, the percentage of Edify’s outstanding voting stock actually and constructively owned by the U.S. Holder immediately following the redemption of the shares of Edify’s Class A common stock must be less than 80% of the percentage of Edify’s outstanding voting stock actually and constructively owned by the U.S. Holder immediately before the redemption, (ii) the U.S. Holder’s percentage ownership (including constructive ownership) of the outstanding shares of Edify’s Class A common stock (both voting and nonvoting) immediately after the redemption must be less than 80% of such percentage ownership (including constructive ownership) immediately before the redemption; and (iii) the U.S. Holder must own (including through constructive ownership), immediately after the redemption, less than 50% of the total combined voting power of all classes of stock of Edify entitled to vote. There will be a complete termination of a U.S. Holder’s interest if either (i) all of the shares of Edify’s Class A common stock actually and constructively owned by the U.S. Holder are redeemed or (ii) all of the shares of Edify’s Class A common stock actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of

stock owned by certain family members and the U.S. Holder does not constructively own any other shares of Edify’s Class A common Stock. The redemption of the shares of Edify’s Class A common stock will not be essentially equivalent to a dividend if a U.S. Holder’s conversion results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in Edify. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in Edify will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” A U.S. Holder should consult with its own tax advisors as to the tax consequences of a redemption.

Redemption Treated as Corporate Distribution

If the redemption does not qualify as a sale or exchange of shares of Edify’s Class A common stock, the U.S. Holder will be treated as receiving a corporate distribution. Such distributions generally will constitute dividends for U.S. federal income tax purposes to the extent paid from Edify’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in the shares of Edify’s Class A common stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the shares of Edify’s Class A common stock. Dividends paid to a U.S. Holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations) and provided certain holding period requirements are met, dividends paid to a non-corporate U.S. Holder generally will constitute “qualified dividends” that will be subject to tax at the preferential tax rate accorded to long-term capital gains. However, it is unclear whether the redemption rights with respect to the shares of Edify’s Class A common stock may prevent a U.S. Holder from satisfying the applicable holding period requirements with respect to the dividends received deduction or the preferential tax rate on qualified dividend income, as the case may be.

All U.S. Holders are urged to consult their tax advisors as to the tax consequences to them of a redemption of all or a portion of their shares of Edify’s Class A common stock pursuant to an exercise of redemption rights.

U.S. Federal Income Tax Consequences of the Merger to U.S. Holders of Unique Logistics Common Stock

Qualification of the Merger as a Reorganization.    The Merger has been structured to qualify as a “reorganization” under Section 368(a) of the Code (a “Reorganization”), and the parties to the Merger Agreement adopted the agreement as a “plan of reorganization” within the meaning of Treasury Regulations Section 1.368-2(g). In order for the Merger to qualify as a Reorganization (the “Intended Tax Treatment”), among other requirements, it is necessary that the Combined Company either (i) continue Edify’s historic business or (ii) use a significant portion of Edify’s historic business assets in a business. There is no authority applying this test to the acquisition of a blank check company in a transaction comparable to the Merger. Consequently, it is unclear under applicable law whether Edify’s operations and assets acquired in the Merger will qualify as a historic business or historic business assets for this purpose. If they do not so qualify, the Merger will not qualify as a Reorganization. Additionally, in order for the Merger to qualify as a Reorganization, it is necessary that a substantial part of the value of the proprietary interests in Edify be preserved in the Merger. It is unclear whether redemption rights will be exercised by Edify’s stockholders to a degree that will prevent a substantial part of the value of the propriety interests in Edify from being preserved for this purpose. If it is not so preserved, then the Merger would not qualify as a Reorganization.

Neither Edify nor Unique Logistics has requested, and neither intends to request, a ruling from the IRS addressing the U.S. federal income tax consequences of the Merger. Consequently, no assurance can be given that the IRS will not assert, or that a court would not sustain, a position contrary to the Intended Tax Treatment or any of the anticipated tax consequences set forth below, and accordingly, neither the Combined Company, Edify, nor any other party to the Merger Agreement makes any representations or provides any assurances regarding the qualification of the Merger as a Reorganization. Given this uncertainty, each holder of Edify and Unique Logistics stock is urged to consult its tax advisor with respect to the particular tax consequence of the Merger to such holder.

If the Merger qualifies as a Reorganization, neither Unique Logistics nor its stockholders should recognize any gain or loss as a result of the Merger. A shareholder’s aggregate tax basis of stock received in the Merger will be the same as the aggregate tax basis of the Unique Logistics stock exchanged in the Merger, and the holding period of the Combined Company stock received in exchange for shares of Unique Logistics stock will include the holding period of the Unique Logistics stock exchanged for the Combined Company stock.

If the Merger does not qualify as a Reorganization, a U.S. holder that receives Combined Company stock generally would recognize capital gain or loss, determined separately for each identifiable block of Unique Logistics stock surrendered in the merger, in an amount equal to the difference, if any, between (i) the fair market value of Combined Company stock which such U.S. holder received with respect to such block of Unique Logistics stock and (ii) such U.S. holder’s adjusted tax basis in the block of Unique Logistics stock surrendered. Such gain or loss generally would be long-term capital gain or loss provided the U.S. holder’s holding period in such block of Unique Logistics stock exceeds one year at the time of the Merger. Long-term capital gain of certain non-corporate U.S. holders (including individuals) is currently eligible for U.S. federal income taxation at preferential rates. The deductibility of capital losses is subject to limitations. U.S. holders that realize a loss should consult their tax advisors regarding any limitations on the deductibility of such losses.

U.S. Federal Income Tax Consequences of Ownership and Disposition of the Combined Company’s Common Stock

Distributions

A U.S. Holder that receives a distribution with respect to the Combined Company’s Common Stock generally will be required to include the gross amount of such distribution in income as a dividend when actually or constructively received, to the extent of the U.S. Holder’s pro rata share of the Combined Company’s current and/or accumulated earnings and profits (as determined under U.S. federal income tax principles). To the extent that a distribution received by a U.S. Holder is not a dividend because it exceeds the U.S. Holder’s pro rata share of the Combined Company’s current and accumulated earnings and profits, it will be treated first as a tax-free return of capital and reduce (but not below zero) the adjusted tax basis of the U.S. Holder’s common stock. To the extent the distribution exceeds the adjusted tax basis of the U.S. Holder’s common stock, the remainder will be taxed as capital gain.

Sale, Exchange or Other Disposition of our Common Stock

A U.S. Holder generally will recognize capital gain or loss for U.S. federal income tax purposes upon the sale, exchange or other disposition of the Combined Company’s Common Stock in an amount equal to the difference, if any, between the amount realized (i.e., the amount of cash plus the fair market value of any property received) on the sale, exchange or other disposition, and such U.S. Holder’s adjusted tax basis in the shares that were transferred. Such capital gain or loss generally will be long-term capital gain or long-term capital loss if, on the date of sale, exchange or other disposition, the transferred shares were held by the U.S. Holder for more than one year. Long-term capital gains of individual investors are generally subject to lower tax rates than those imposed on ordinary income. Any capital gain of a non-corporate U.S. Holder that is not long-term capital gain is taxed at ordinary income rates. Capital losses might not be permitted to offset the full amount of an individual’s ordinary income.

Medicare Tax on Net Investment Income

Certain U.S. Holders who are individuals, estates or trusts are subject to an additional 3.8% U.S. federal income tax on all or a portion of their “net investment income,” which generally includes dividends (and constructive dividends) on the shares and net gains from the disposition of common stock. U.S. Holders that are individuals, estates or trusts should consult their tax advisors regarding the applicability of this net investment tax to them.

Non-U.S. Holders

U.S. Federal Income Tax Consequences to Non-U.S. Holders of Edify Class A Common Stock Exercising Redemption Rights

The characterization for U.S. federal income tax purposes of the redemption of a Non-U.S. Holder’s shares of Edify’s Class A common stock as a sale or exchange under Section 302 of the Code or a distribution under Section 301 of the Code with respect to shares of Edify’s Class A common stock will generally will correspond to the U.S. federal income tax characterization of such a redemption of a U.S. Holder’s shares of Edify’s Class A common stock, as described above, and the corresponding consequences will be as described below.

Redemption Treated as Sale or Exchange

Any gain realized by a Non-U.S. Holder on the redemption of shares of Edify’s Class A common stock that is treated as a sale or exchange under Section 302 of the Code generally will not be subject to U.S. federal income tax unless:

•        the gain is effectively connected with a trade or business of the Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment or fixed base of the Non-U.S. Holder);

•        the Non-U.S. Holder is an individual who is present in the United States for a period or periods aggregating 183 days or more in the taxable year of the disposition, and certain other conditions are met; or

•        Edify is or has been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the Non-U.S. Holder’s holding period for such shares of Edify’s Class A common stock redeemed, and either (A) shares of Edify’s Class A common stock are not considered to be regularly traded on an established securities market or (B) such Non-U.S. Holder has owned or is deemed to have owned, at any time during the shorter of the five-year period preceding such disposition and such Non-U.S. Holder’s holding period more than 5% of the outstanding shares of Edify’s Class A common stock. There can be no assurance that shares of Edify’s Class A common stock will be treated as regularly traded on an established securities market for this purpose.

A non-corporate Non-U.S. Holder described in the first bullet point immediately above will be subject to tax on the net gain derived from the sale under regular graduated U.S. federal income tax rates. An individual Non-U.S. Holder described in the second bullet point immediately above will be subject to a flat 30% tax on the gain derived from the sale, which may be offset by certain United States source capital losses, even though the individual is not considered a resident of the United States, provided that the individual has timely filed U.S. federal income tax returns with respect to such losses. If a Non-U.S. Holder that is a corporation falls under the first bullet point immediately above, it will be subject to tax on its net gain in the same manner as if it were a United States person as defined under the Code and, in addition, may be subject to the branch profits tax equal to 30% (or such lower rate as may be specified by an applicable income tax treaty) of its effectively connected earnings and profits, subject to adjustments.

If the last bullet point immediately above applies to a Non-U.S. Holder, gain recognized by such Non-U.S. Holder on the redemption of shares of Edify’s Class A common stock generally will be subject to tax at generally applicable U.S. federal income tax rates. In addition, Edify may be required to withhold U.S. income tax at a rate of 15% of the amount realized upon such redemption. Edify would generally be classified as a “U.S. real property holding corporation” if the fair market value of its “United States real property interests” equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and our other assets used or held for use in a trade or business, as determined for U.S. federal income tax purposes. However, Edify believes that it is not and has not been at any time since its formation a U.S. real property holding corporation and it does not expect to be a U.S. real property holding corporation immediately after the Merger is completed.

Redemption Treated as Corporate Distribution

With respect to any redemption treated as a corporate distribution under Section 301 of the Code, provided such dividends are not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States, Edify will be required to withhold U.S. tax from the gross amount of the dividend at a rate of 30%, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E). Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. Holder’s adjusted tax basis in its shares of Edify’s Class A common stock and, to the extent such distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition of the shares of Edify’s Class A common stock, which will be treated as described above.

This withholding tax does not apply to dividends paid to a Non-U.S. Holder who provides a Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States. Instead, the effectively connected dividends will be subject to regular U.S. income tax as if the Non-U.S. Holder were a U.S. resident, subject to an applicable income tax treaty providing otherwise. A Non-U.S. corporation receiving effectively connected dividends may also be subject to an additional “branch profits tax” imposed at a rate of 30% (or a lower treaty rate).

U.S. Federal Income Tax Consequences of Ownership and Disposition of the Combined Company’s Common Stock

Subject to the discussion below regarding backup withholding and foreign accounts, a non-U.S. holder generally will not be required to pay U.S. federal income tax on any gain realized upon the sale, exchange or other taxable disposition of the Combined Company’s Common Stock unless:

•        the gain is effectively connected with the non-U.S. holder’s conduct of a U.S. trade or business (and, if required by an applicable income tax treaty, the gain is attributable to a permanent establishment or fixed base maintained by the non-U.S. holder in the United States);

•        the non-U.S. holder is a non-resident alien individual who is present in the United States for a period or periods aggregating 183 days or more during the calendar year in which the sale or disposition occurs, and certain other conditions are met; or

•        shares of the Combined Company’s common stock constitute U.S. real property interests by reason of our status as a “United States real property holding corporation” (a “USRPHC”) for U.S. federal income tax purposes at any time within the shorter of the five-year period preceding the non-U.S. holder’s disposition of, or the non- U.S. holder’s holding period for, the Combined Company’s Common Stock.

The Combined Company currently believes that it is not and will not become a USRPHC for U.S. federal income tax purposes, and the remainder of this discussion so assumes. However, because the determination of whether the Combined Company is a USRPHC depends on the fair market value of its U.S. real property relative to the fair market value of its other business assets, there can be no assurance that it will not become a USRPHC in the future. Even if the Combined Company becomes a USRPHC, however, as long as the Combined Company’s Common Stock is regularly traded on an established securities market, such common stock will be treated as U.S. real property interests only if the non-U.S. holder actually or constructively holds more than five percent of such regularly traded common stock at any time during the shorter of the five-year period preceding the non-U.S. holder’s disposition of, or the non-U.S. holder’s holding period for, the Combined Company’s Common Stock.

If the non-U.S. Holder is described in the first bullet above, they will be required to pay tax on the net gain derived from the sale, exchange or other taxable disposition under regular graduated U.S. federal income tax rates, and a corporate non-U.S. holder described in the first bullet above also may be subject to the branch profits tax at a rate of 30%, or such lower rate as may be specified by an applicable income tax treaty. An individual non-U.S. holder described in the second bullet above will be required to pay a flat 30% tax (or such lower rate specified by an applicable income tax treaty) on the gain derived from the sale, exchange or other taxable disposition, which gain may be offset by U.S. source capital losses for the year (provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses). Non-U.S. holders should consult their own tax advisors regarding any applicable income tax or other treaties that may provide for different rules.

Information Reporting and Backup Withholding

Generally, the Combined Company must report annually to the IRS (with a copy of such report provided to each holder of the Combined Company’s Common Stock) the amount of dividends paid to them, their name and address, and the amount of tax withheld, if any. Pursuant to applicable income tax treaties or other agreements, the IRS may make these reports available to tax authorities in your country of residence.

Payments of dividends on or of proceeds from the disposition of the Combined Company’s Common Stock made to a holder thereof may be subject to backup withholding unless they establish an exemption, for example, by properly certifying their non-U.S. status on an IRS Form W-8BEN or IRS Form W-8BEN-E or other applicable IRS Form W-8. Notwithstanding the foregoing, backup withholding may apply if either the Combined Company or

its paying agent has actual knowledge, or reason to know, that you are a U.S. person. Backup withholding is not an additional tax, rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund or credit may generally be obtained from the IRS, provided that the required information is furnished to the IRS in a timely manner.

Foreign Account Tax Compliance Act

The Foreign Account Tax Compliance Act generally imposes withholding tax at a rate of 30% on dividends on and gross proceeds from the sale or other disposition of securities that are beneficially owned by certain U.S. persons where held in a “foreign financial institution” (as specially defined under those rules), unless such institution enters into an agreement with the U.S. government to, among other things, withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding the U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners), or otherwise establishes an exemption. If a U.S. Holder owns the Combined Company’s Common Stock in a foreign financial institution, they should obtain specific advice from an expert on the implications of The Foreign Account Tax Compliance Act.

Expected Accounting Treatment of the Transactions

We expect the Transactions to be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Edify is expected to be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of the Combined Company will represent a continuation of the financial statements of Unique Logistics with the Transactions treated as the equivalent of Unique Logistics issuing shares for the net assets of Edify, accompanied by a recapitalization. The net assets of Edify will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Transactions will be those of Unique Logistics in future reports of the Combined Company.

Unique Logistics is expected to be the accounting acquirer based on evaluation of the following facts and circumstances under both the no and maximum redemption scenarios:

•        Unique Logistics stockholders will have a relative majority of the voting power of the Combined Company;

•        The board of directors of the Combined Company will have [_] members, and Unique Logistics stockholders will have the ability to nominate all of the members of the board of directors;

•        Unique Logistics’ senior management will comprise the senior management roles of the Combined Company and be responsible for the day-to-day operations; and

•        The Combined Company will assume the Unique Logistics name.

We currently expect the private placement warrants held by the Sponsor to remain liability classified instruments upon the Closing.

Regulatory Matters

On January 17, 2023, Edify and Unique Logistics filed the required forms under the HSR Act with the Antitrust Division and the FTC and requested early termination. The waiting period expired at 11:59 pm Eastern Time on February 16, 2023.

At any time before or after consummation of the Transactions, notwithstanding termination of the waiting period under the HSR Act, the applicable competition authorities could take such action under applicable antitrust laws as each deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Transactions. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. There is no assurance that the Antitrust Division, the FTC, any state attorney general, or any other government authority will not attempt to challenge the Transactions on antitrust grounds, and, if such a challenge is made, we cannot assure you as to its result.

Neither Edify nor Unique Logistics is aware of any material regulatory approvals or actions that are required for completion of the Transactions other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Vote Required

The approval of the Merger proposal will require the affirmative vote of a majority of all shares of Edify common stock outstanding and entitled to vote thereon. Accordingly, if a valid quorum is established, an Edify stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the Merger proposal will have the same effect as a vote “against” such proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established and will have the same effect as a vote “against” the Merger proposal. Additionally, we will not consummate the business combination if Edify has less than $5,000,001 of net tangible assets after taking into account the holders of public shares that properly demanded that Edify redeem their public shares for their pro rata share of the trust account.

Consummation of the Transactions is conditioned on the approval of each of the Merger proposal, the charter proposal, the incentive plan proposal and the Nasdaq proposal. It is important for you to note that in the event that the Merger proposal, the charter proposal, the incentive plan proposal and the Nasdaq proposal do not receive the requisite vote for approval, we will not consummate the Transactions.

Recommendation of the Edify Board

THE EDIFY BOARD UNANIMOUSLY RECOMMENDS THAT THE EDIFY
STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE MERGER PROPOSAL.

PROPOSAL NO. 2 — THE CHARTER PROPOSAL

Overview

Edify stockholders are also being asked to adopt the second amended and restated certificate of incorporation in the form attached hereto as Annex B, which, in the judgment of the Edify Board, is necessary to adequately address the needs of the Combined Company following the consummation of the Transactions.

The following is a summary of the key changes to be effected by the second amended and restated certificate of incorporation, but this summary is qualified in its entirety by reference to the full text of the second amended and restated certificate of incorporation, a copy of which is included as Annex B:

•        change the purpose of the Combined Company to “any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware”;

•        decrease the total number of shares of capital stock from 111,000,000 shares to 100,000,000 shares, which would consist of (A) establishing 95,000,000 shares designated as common stock, par value $0.001 per share, (B) increasing the preferred stock from 1,000,000 shares to 5,000,000 shares, and (C) eliminating Edify’s Class A common stock and Class B common stock;

•        declassify the board of directors, so that each member of the Combined Company’s board of directors will be elected at each annual meeting of stockholders, as opposed to having three classes of directors, with only one class of directors being elected in each year and each class serving a three-year term, and to make certain related changes; and

•        eliminate provisions specific to Edify’s status as a blank check company (such as the obligation to dissolve and liquidate if it does not consummate a business combination within a certain period of time) or that were included primarily because of Edify’s status as such (primarily the provisions regarding the doctrine of corporate opportunity), including deleting Article IX (which generally set forth the requirements of an initial business combination).

Reasons for the Amendments

The Edify Board’s reasons for proposing each of these amendments to the certificate of incorporation are set forth below.

•        Amending Article II to provide solely that the purpose of Edify is “to engage in any lawful act or activity for which corporations may be organized under the DGCL” and to remove language relating to Edify’s powers in connection with “effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination.” The Edify Board believes this change is appropriate to remove language applicable to a blank check company.

•        Amending Section 4.1 to provide for a single class of common stock and increase the Combined Company’s number of authorized shares of preferred stock. A single class of common stock provides a cleaner capital structure and suits the Combined Company’s requirements following the consummation of the Merger. In addition, the additional shares of preferred stock provide flexibility for future issuances of preferred stock if the Combined Company’s board of directors determines that such issuances are in the best interests of the Combined Company without incurring the risk, delay and potential expense incident to obtaining stockholder approval for a particular issuance.

Notwithstanding the foregoing, authorized but unissued preferred stock may enable the Combined Company’s Board to render it more difficult or to discourage an attempt to obtain control of the Combined Company and thereby protect continuity of or entrench its management, which may negatively impact the market price of the Combined Company’s Common Stock. If, in the due exercise of its fiduciary obligations, for example, the Combined Company’s Board was to determine that a takeover proposal was not in the best interests of the Combined Company, the Combined Company’s board of directors could authorize the Combined Company’s issuance of such preferred stock without stockholder approval in one or more private placements or other transactions that might prevent or render more difficult or make more costly the completion of any attempted takeover transaction by diluting

voting or other rights of the proposed acquirer or insurgent stockholder group, by creating a substantial voting bloc in institutional or other hands that might support the position of the incumbent board of directors, by effecting an acquisition that might complicate or preclude the takeover, or otherwise. Allowing the Combined Company’s board of directors to authorize the Combined Company’s issuance of the authorized preferred stock on its own volition will enable the Combined Company to have the flexibility to issue such preferred stock in the future for financing its business, for acquiring other businesses, for forming strategic partnerships and alliances and for stock dividends and stock splits. However, the Combined Company currently has no such plans, proposals, or arrangements, written or otherwise, to issue any of the additional authorized stock for such purposes.

•        Eliminating provisions specific to Edify’s status as a blank check company (such as the obligation to dissolve and liquidate if it does not consummate a business combination within a certain period of time) or that were included primarily because of Edify’s status as such (primarily the provisions regarding the doctrine of corporate opportunity), including deleting Article IX (which generally set forth the requirements of an initial business combination), and to make conforming changes. These revisions are desirable because they will serve little or no purpose following the consummation of the Transactions as Edify will no longer be a blank check company whose sole purpose is to effect an initial business combination.

•        Amending prior Article V to declassify the Edify Board. The Edify Board believes that following the consummation of the Transactions, all directors of the Combined Company should be elected annually, as annual elections for all directors will support the Combined Company’s efforts to adopt governance best practices and enhance the accountability of directors to stockholders, as such elections provide stockholders with the opportunity to register their views on the entire board at each annual meeting.

•        The second amended and restated certificate of incorporation also makes changes to the format of Edify’s current certificate of incorporation and other updates that the Edify Board believes to be appropriate to be consistent with the latest developments in Delaware law and corporate governance, including permitting stockholders to remove directors without, instead of solely with, cause, and to extend the elimination of personal liability (to the extent permitted under the DGCL) for monetary damages for breaches of fiduciary duties to corporate officers.

•        Finally, the Edify Board approved the removal of certain provisions in its current certificate of incorporation that it believed are no longer necessary. For example, the second amended and restated certificate of incorporation does not include the provision in the current certificate of incorporation regarding indemnification and advancement of expenses as the Edify Board believes that this is adequately addressed by the DGCL and the similar provision included in the amended and restated bylaws of the Combined Company.

Vote Required

If the Merger proposal is not approved, the charter proposal will not be presented at the special meeting. The approval of the charter proposal will require the affirmative vote of holders of at least 65% of all outstanding shares of Edify’s Class A common stock and Edify’s Class B common stock on the record date, voting together as a single class, and (ii) holders of a majority of all of Edify’s outstanding shares of Class A common stock on the record date, voting as a separate class. Accordingly, if a valid quorum is established, an Edify stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the charter proposal will have the same effect as a vote “against” such proposal. Abstentions and broker-non-votes will count as a vote “against” the charter proposal.

Consummation of the Transactions is conditioned on the approval of each of the Merger proposal, the charter proposal, the incentive plan proposal and the Nasdaq proposal. It is important for you to note that in the event that the Merger proposal, the charter proposal, the incentive plan proposal or the Nasdaq proposal do not receive the requisite vote for approval, we will not consummate the Transactions.

Recommendation of the Edify Board

THE EDIFY BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE CHARTER PROPOSAL.

PROPOSAL NO. 3 — THE GOVERNANCE PROPOSAL

Overview

Edify stockholders are also being asked to vote on the governance provisions referred to below, which are included in the second amended and restated certificate of incorporation. In accordance with SEC guidance, this proposal is being presented separately and will be voted upon on a non-binding advisory basis.

In the judgment of the Edify Board, these provisions are necessary to adequately address the needs of Edify and its stockholders following the consummation of the Transactions. Accordingly, regardless of the outcome of the non-binding advisory vote on these proposals, Edify intends that the second amended and restated certificate of incorporation in the form set forth on Annex B will take effect at consummation of the business combination, assuming adoption of the charter proposal.

Proposal No. 3A: Change in Authorized Shares

Description of Amendment

The amendment would decrease our total number of authorized shares of all classes of capital stock from 111,000,000 shares to 100,000,000 shares, which would consist of (A) establishing 95,000,000 shares designated as common stock, par value $0.001 per share, (B) increasing the preferred stock from 1,000,000 shares to 5,000,000 shares, and (C) eliminating Edify’s Class A common stock and Class B common stock.

Reasons for the Amendment

A single class of common stock provides a cleaner capital structure and suits the Combined Company’s requirements following the consummation of the Merger. In addition, the additional shares of preferred stock provide flexibility for future issuances of preferred stock if determined by the Combined Company’s board of directors to be in the best interests of the Combined Company without incurring the risk, delay and potential expense incident to obtaining stockholder approval for a particular issuance.

Proposal No. 3B: Declassification of the Board of Directors

Description of Amendment

The amendment does not provide for a classified board of directors. Therefore, in accordance with Delaware law, each director on the Combined Company’s board of directors will be elected annually by the stockholders and serve for a term ending on the date of the annual meeting of stockholders next following the annual meeting at which such director was elected, or until their respective successor is duly elected and qualified, or until their earlier resignation, removal or death.

Reasons for Amendment

The amendment is intended to enhance the Combined Company’s governance “best practices” as annual elections enhance the accountability of directors to stockholders, as such elections provide stockholders with the opportunity to register their views on the entire board at each annual meeting.

Vote Required

The approval of the governance proposal will require the affirmative vote of a majority of the votes cast by holders of Edify’s outstanding shares of common stock present at the special meeting by attendance via the virtual meeting website or represented by proxy and entitled to vote at the special meeting. Accordingly, if a valid quorum is established, an Edify stockholder’s failure to vote by proxy or to vote at the special meeting, abstentions and broker non-votes with regard to the governance proposal will have no effect on the outcome of such proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established, but will have no effect on the outcome of the governance proposal.

As discussed above, a vote to approve the governance proposal is an advisory vote, and therefore, is not binding on Edify, Unique Logistics or their respective boards of directors. Accordingly, regardless of the outcome of the non-binding advisory vote, Edify and Unique Logistics intend that the proposed second amended and restated certificate of incorporation, in the form set forth on Annex B and containing the provisions noted above, will take effect at consummation of the business combination, assuming adoption of the charter proposal.

Consummation of the Transactions is conditioned on the approval of each of the Merger proposal, the charter proposal, the incentive plan proposal and the Nasdaq proposal. It is important for you to note that in the event that the Merger proposal, the charter proposal, the incentive plan proposal or the Nasdaq proposal do not receive the requisite vote for approval, we will not consummate the Transactions.

Recommendation of the Edify Board

THE EDIFY BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE GOVERNANCE PROPOSAL.

PROPOSAL NO. 4 — THE INCENTIVE PLAN PROPOSAL

Overview

Edify is asking its stockholders to adopt and approve the Incentive Plan, which provides for the issuance of up to [__] shares of Edify Class A common stock through the grant of non-qualified options (the “Non-qualified Options”), incentive options (the “Incentive Options” and together with the Non-qualified Options, the “Options”), restricted stock (the “Restricted Stock”), unrestricted stock, stock appreciation rights and restricted stock units to directors, officers, consultants, attorneys, advisors and employees. The Edify Board approved the Incentive Plan, subject to Edify stockholder approval at the special meeting. If Edify’s stockholders approve the incentive plan proposal, the Incentive Plan will become effective on the consummation of the Merger. Notwithstanding the approval of the incentive plan proposal, if the Merger is not consummated for any reason, the actions contemplated by the incentive plan proposal will not be effected.

The essential features of the Incentive Plan are outlined below. The following description is qualified by reference to the full text of the Incentive Plan. A copy of the Incentive Plan is attached to this proxy statement/consent solicitation statement/prospectus as Annex G.

In addition to stock-based compensation, the Incentive Plan also authorizes the issuance of awards payable in cash.

Purpose

The objective of the Incentive Plan is to encourage and enable the officers, employees, directors, consultants and other key persons of the Company and its subsidiaries, upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business, to acquire a proprietary interest in the Company.

Summary of Material Terms of the Incentive Plan

Options are subject to the following conditions:

(i)     The Committee (as defined below) determines the exercise price of Options at the time the Options are granted. The assigned exercise price must be no less than 100% of the Fair Market Value (as defined below) of the Edify Class A common stock on the date of grant. In the case of Incentive Options, if the recipient is a Ten Percent Owner (as defined below), the exercise price must be no less than 110% of the Fair Market Value of the Edify Class A common stock on the date of grant.

(ii)    The Committee fixes the term of Options, provided that Options may not be exercisable more than 10 years, and in the case of Incentive Options more than five years, from the date the Option is granted.

(iii)   Options shall become exercisable and/or vested at such time or times, whether or not in installments, as determined by the Committee at or after the date of grant. The Award Agreement (as defined below) may permit a grantee to exercise all or a portion of an Option immediately at grant, provided that the shares of Edify Class A common stock issued upon such exercise shall be subject to restrictions and a vesting schedule identical to the vesting schedule of the related Option, such shares shall be deemed to be Restricted Stock for purposes of the Incentive Plan, and the optionee may be required to enter into an additional or new Award Agreement as a condition to exercise of such Option. An optionee shall have the rights of a stockholder only as to shares of Edify Class A common stock acquired upon the exercise of an Option and not as to unexercised Options. An optionee shall not be deemed to have acquired any shares of Edify Class A common stock unless and until an Option has been exercised pursuant to the terms of the Award Agreement and the Incentive Plan and the optionee’s name has been entered on Company’s books as a stockholder.

(iv)   Options are not transferable except to a recipient’s family members or partnerships in which such family members are the only partners, and Options are exercisable only by the Options’ recipient, except upon the recipient’s death.

(v)    Incentive Options may not be issued in an amount or manner where the amount of Incentive Options exercisable in one year entitles the holder to shares of Edify Class A common stock with an aggregate Fair Market value of greater than $100,000.

Awards of Restricted Stock are subject to the following conditions:

(i)     The Committee grants awards of Restricted Stock and determines the restrictions on each such award of Restricted Stock. Upon the grant of a Restricted Stock award and the payment of any applicable purchase price, the grantee is considered the record owner of the Restricted Stock and entitled to vote the Restricted Stock if such Restricted Stock is entitled to voting rights.

(ii)    Restricted Stock may not be delivered to the grantee until the Restricted Stock has vested.

(iii)   Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as provided in the Incentive Plan or in the Award Agreement.

Upon a Termination Event (as defined in the Incentive Plan), the Company or its assigns shall have the right and option to repurchase from a holder of shares of Edify Class A common stock received pursuant to a Restricted Stock award any shares that are still subject to a risk of forfeiture as of the Termination Event (as defined in the Incentive Plan).

Grants

The Incentive Plan permits the granting of Incentive Options, Non-qualified Options, stock awards, restricted stock units, stock appreciation rights (“SARs”) and other equity-based awards (collectively, “grants”). The grant to any particular participant is subject to the discretion of the Committee (as defined below).

The maximum number of shares of Edify Class A common stock reserved and available for issuance under the Incentive Plan is [__] shares, subject to adjustment. If a grant expires or terminates for any reason before it is fully vested or exercised, or if any grant is forfeited, we may again make the number of shares subject to that grant that the participant has not purchased or that has not vested subject to another grant under the Incentive Plan.

We will make appropriate adjustments to outstanding grants and to the number or kind of shares subject to the Incentive Plan in the event of a stock split, reverse stock split, stock dividend, share combination or reclassification and certain other types of corporate transactions, including a merger or a sale of all or substantially all of our assets.

All grants will be determined by the Compensation Committee or another committee of the Edify Board (the “Committee”). At this time, no grants have been determined or awarded.

Administration

The Incentive Plan will be administered by the Compensation Committee of the Edify Board, comprised of not less than three directors, or the Edify Board in the absence of a Compensation Committee of the Edify Board. All references herein to the “Committee” shall be deemed to refer to the group then responsible for administration of the Incentive Plan at the relevant time (i.e., either the Edify Board or a committee or committees of the Edify Board, as applicable).

The Committee shall have the authority and power:

(i)     to select the individuals to whom awards under the Incentive Plan may from time to time be granted;

(ii)    to determine the time or times of grant, and the amount, if any, of Incentive Options, Non-Qualified Options, SARs, awards of Restricted Stock, awards of unrestricted stock, restricted stock units, or any combination of the foregoing, granted to any one or more grantees;

(iii)   to determine the number and types of shares of Edify Class A common stock to be covered by any award and, subject to the provisions of the Incentive Plan, the price, exercise price, conversion ratio or other price relating thereto;

(iv)   to determine and, subject to the Incentive Plan, to modify from time to time, the terms and conditions, including restrictions, not inconsistent with the terms of the Incentive Plan, of any award thereunder, which terms and conditions may differ among individual awards and grantees, and to approve the form of Award Agreements;

(v)    to accelerate at any time the exercisability or vesting of all or any portion of any award;

(vi)   to impose any limitations on awards under the Incentive Plan, including limitations on transfers, repurchase provisions and the like, and to exercise repurchase rights or obligations;

(vii)  subject to any restrictions imposed under the Incentive Plan or by Code Section 409A, to extend at any time the period in which Options may be exercised; and

(viii) at any time to adopt, alter and repeal such rules, guidelines and practices for administration of the Incentive Plan and for its own acts and proceedings as it shall deem advisable, to interpret the terms and provisions of the Incentive Plan and any award thereunder (including Award Agreements), to make all determinations it deems advisable for the administration of the Incentive Plan, to decide all disputes arising in connection with the Incentive Plan and to otherwise supervise the administration of the Incentive Plan.

All decisions and interpretations of the Committee shall be binding on all persons, including the Company and all holders of awards of shares of Edify Class A common stock pursuant to awards granted under the Incentive Plan.

Grant Instruments

All grants will be subject to the terms and conditions set forth in the Incentive Plan and to such other terms and conditions consistent with the Incentive Plan as the Committee deems appropriate and as are specified in writing by the Committee to the individual in a grant instrument or an amendment to the grant instrument (an “Award Agreement”). All grants will be made conditional upon the acknowledgement of the grantee in writing or by acceptance of the grant, that all decisions and determinations of the Committee will be final and binding on the grantee, his or her beneficiaries and any other person having or claiming an interest under such grant.

Terms and Conditions of Grants

The Award Agreement will state the number of shares of Edify Class A common stock subject to the grant and the other terms and conditions of the grant, consistent with the requirements of the Incentive Plan. The exercise price per share for the shares covered by an Option or a SAR shall be determined by the Committee at the time of grant but shall not be less than 100% of the Fair Market Value on the Grant Date. In the case of an Incentive Option that is granted to a Ten Percent Owner, the exercise price per share for the Shares covered by such Incentive Option shall not be less than 110% of the Fair Market Value on the Grant Date.

Under the Incentive Plan, the term “Fair Market Value” of the share of Edify Class A common stock on any given date means the fair market value of the stock determined in good faith by the Committee based on the reasonable application of a reasonable valuation method that is consistent with Section 409A of the Code. If the Edify Class A common stock is admitted to trade on a national securities exchange, the determination shall be made by reference to the closing price reported on such exchange. If there is no closing price for such date, the determination shall be made by reference to the last date preceding such date for which there is a closing price. If the date for which Fair Market Value is determined is the first day when trading prices for the Edify Class A common stock are reported on a national securities exchange, the Fair Market Value shall be the “Price to the Public” (or equivalent).

“Ten Percent Owner” means an employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10% of the combined voting power of all classes of stock of the Company or any parent or subsidiary of the Company.

Transferability

Restricted Stock, Options, SARs and, prior to exercise, the shares of Edify Class A common stock issuable upon exercise of an Option, will not be transferable by the grantee or optionee otherwise than (i) by will, (ii) by the laws of descent and distribution, or (iii) pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer, and all Options will be exercisable, during the optionee’s lifetime, only by the optionee or by the optionee’s legal representative or guardian in the event of the optionee’s incapacity. Notwithstanding the foregoing, the Committee, in its sole discretion, may provide in the Award Agreement regarding a given Option or Restricted Stock award that the optionee may transfer by gift, without consideration for the transfer, his or her Non-qualified Options to his or her family members (as defined in Rule 701 the Securities Act), to trusts for the benefit of such family members, or to partnerships in which such family members are the only partners (to the extent such trusts or partnerships are considered “family members” for purposes of Rule 701 of the Securities Act), provided that the transferee agrees in writing with the Company to be bound by all of the terms and conditions of the Incentive Plan and the applicable Award Agreement, including the execution of a stock power upon the issuance of shares of Edify Class A common stock. Options, SARs and the shares of Edify Class A common stock issuable upon exercise of Options, shall be restricted as to any pledge, hypothecation, or other transfer, including any short position, any “put equivalent position” (as defined in the Exchange Act) or any “call equivalent position” (as defined in the Exchange Act) prior to exercise.

Amendment and Termination

The Edify Board may, at any time, amend or discontinue the Incentive Plan and the Committee may, at any time, amend or cancel any outstanding Award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under any outstanding Award without the consent of the holder of the Award. The Committee may exercise its discretion to reduce the exercise price of outstanding Options or effect repricing through cancellation of outstanding Options and by granting such holders new Awards in replacement of the cancelled Options. To the extent determined by the Committee to be required either by the Code to ensure that Options granted under the Incentive Plan are qualified under Section 422 of the Code or otherwise, Incentive Plan amendments shall be subject to approval by the Company’s stockholders entitled to vote at a meeting of stockholders. The Edify Board reserves the right to amend the Incentive Plan and/or the terms of any outstanding Options to the extent reasonably necessary to comply with the requirements of the exemption pursuant to Rule 12h-1 of the Exchange Act.

Federal Income Tax Consequences

The following summary is intended only as a general guide as to the United States federal income tax consequences under current law of participation in the Incentive Plan and does not attempt to describe all possible federal or other tax consequences of such participation or tax consequences based on particular circumstances.

Option grants under the Incentive Plan are intended either to qualify as incentive stock options under Section 422 of the Code or to be non-qualified stock options governed by Sections 83 and 423 of the Code, depending on how same are granted. Generally, no federal income tax is payable by a participant upon the grant of an Incentive Option and no deduction is allowed to be taken by the Company. The grant of a Non-qualified Option does result in the recognition of taxable income when the Option is granted. Under current tax laws, if a participant exercises a Non-qualified Option, he or she will have taxable income equal to the difference between the market price of the stock on the exercise date and the Option grant price. The Company will be entitled to a corresponding deduction on its income tax return. A participant will have no taxable income upon exercising an Incentive Option if the shares received are held for the applicable holding period (except that alternative minimum tax may apply), and the Company will receive no deduction when an Incentive Option is exercised. The Company may be entitled to a deduction in the case of a disposition of shares acquired under an Incentive Option that occurs before the applicable holding period has been satisfied.

Restricted Stock and restricted stock units are also governed by Code Section 83. Generally, the award of such restricted rights do not give rise to taxable income so long as same are subject to a substantial risk of forfeiture (i.e., becomes vested or transferable). Restricted Stock generally becomes taxable when it is no longer subject to a “substantial risk of forfeiture.” restricted stock units become taxable when settled. When taxable to the participant,

income tax is paid on the value of the stock or units at ordinary rates. The Company will generally be entitled to a corresponding deduction on its income tax return in the year of income recognition by the grantee. Any additional gain on shares received are then taxed at capital gains rates when the shares are sold.

The grant of a SAR will not result in income for the participant or in a tax deduction for the Company. Upon the settlement of such a right, the participant will recognize ordinary income equal to the aggregate value of the payment received, and the Company generally will be entitled to a tax deduction in the same amount.

The foregoing is only a summary of the effect of federal income taxation on the participant and the Company under the Incentive Plan. It does not purport to be complete and does not discuss the tax consequences arising in the context of a participant’s death or the income tax laws of any municipality, state or foreign country in which the participant’s income may be taxable.

Tax Withholding

Each grantee shall, no later than the date as of which the value of an award or of any shares of Edify Class A common stock or other amounts received thereunder first becomes includable in the gross income of the grantee for income tax purposes, pay to the Company, or make arrangements satisfactory to the Committee regarding payment of, any federal, state, or local taxes of any kind required by law to be withheld by the Company with respect to such income. The Company and any subsidiary shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the grantee. The Company’s obligation to deliver stock certificates (or evidence of book entry) to any grantee is subject to and conditioned on any such tax withholding obligations being satisfied by the grantee.

The Company’s minimum required tax withholding obligation may be satisfied, in whole or in part, by the Company withholding from shares of Edify Class A common stock to be issued pursuant to an award under the Incentive Plan a number of shares having an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the minimum withholding amount due.

Vote Required

The approval of the incentive plan proposal will require the affirmative vote of a majority of the votes cast by holders of Edify’s outstanding shares of common stock present at the special meeting by attendance via the virtual meeting website or represented by proxy and entitled to vote at the special meeting. Accordingly, if a valid quorum is established, an Edify stockholder’s failure to vote by proxy or to vote at the special meeting and broker non-votes with regard to the incentive plan proposal will have no effect on such proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is outstanding, but will have no effect on the outcome of the incentive plan proposal.

Consummation of the Transactions is conditioned on the approval of each of the Merger proposal, the charter proposal, the incentive plan proposal, the director election proposal and the Nasdaq proposal. It is important for you to note that in the event that the Merger proposal, the charter proposal, the incentive plan proposal, the director election proposal or the Nasdaq proposal do not receive the requisite vote for approval, we will not consummate the business combination.

Recommendation of the Edify Board

THE EDIFY BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE INCENTIVE PLAN PROPOSAL.

PROPOSAL NO. 5 — THE DIRECTOR ELECTION PROPOSAL

Overview

Assuming that the Merger proposal, the Nasdaq proposal, the incentive plan proposal and the charter proposal are approved at the special meeting, Edify is requesting that its stockholders approve and adopt a proposal to elect [_] ([_]) directors to the Edify Board, effective immediately upon the Closing, with each director having a term ending on the date of the next annual stockholder meeting, or until his or her successor is duly elected and qualified, or until his or her earlier resignation, removal or death.

We are proposing Sunandan Ray, David Briones, Patrick Lee, [_], [_], [_] and [_] to serve as directors.

For more information on the experience of Sunandan Ray, David Briones, Patrick Lee, [_], [_], [_] and [_], please see the section titled “Management After the Merger.”

Vote Required

If a quorum is present, directors are elected by a plurality of the votes cast, in person or by proxy. This means that the [_] nominees who receive the most affirmative votes will be elected. Votes marked “FOR” a nominee will be counted in favor of that nominee. Proxies will have full discretion to cast votes for other persons in the event that any nominee is unable to serve.

Accordingly, if a valid quorum is established, an Edify stockholder’s failure to vote by proxy or to vote at the special meeting and broker non-votes with regard to the director election proposal will have no effect on the outcome of such proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established, but will have no effect on the outcome of the director election proposal.

Consummation of the Transactions is conditioned on the approval of each of the Merger proposal, the charter proposal, the incentive plan proposal, the director election proposal and the Nasdaq proposal. It is important for you to note that in the event that the Merger proposal, the charter proposal, the incentive plan proposal or the Nasdaq proposal do not receive the requisite vote for approval, we will not consummate the Transactions.

Recommendation of the Edify Board

THE EDIFY BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE [_] DIRECTOR NOMINEES TO THE BOARD OF DIRECTORS.

PROPOSAL NO. 6 — THE NASDAQ PROPOSAL

Overview

Assuming that the Merger proposal is approved, the Merger Consideration to be paid to Unique Logistics’ stockholders in connection with the Merger will, pursuant to the terms of the Merger Agreement, consist of approximately [_] shares of Edify’s Class A common stock.

For further information, please see the full text of the Merger Agreement, which is attached as Annex A hereto. The discussion herein is qualified in its entirety by reference to such document.

Why Edify Needs Stockholder Approval

Edify is seeking stockholder approval of the issuance of the shares of Edify’s Class A common stock constituting the Merger Consideration in order to comply with Nasdaq Listing Rule 5635(a) and (b). Under Nasdaq Listing Rule 5635(a), stockholder approval is required prior to the issuance of securities in connection with the acquisition of another company where, due to the present or potential issuance of common stock, other than common stock issued in a public offering, (i) the common stock has, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of such securities (or securities convertible into or exercisable for common stock), or (ii) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities. Under Nasdaq Listing Rule 5635(b), stockholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a “change of control” of the registrant. Although Nasdaq has not adopted any rule on what constitutes a “change of control” for purposes of Rule 5635(b), Nasdaq has previously indicated that the acquisition of, or right to acquire, by a single investor or affiliated investor group, as little as 20% of the common stock (or securities convertible into or exercisable for common stock) or voting power of an issuer could constitute a change of control.

Pursuant to the Merger Agreement, based on Edify’s current capitalization, Edify anticipates that it will issue to Unique Logistics’ stockholders as the Merger Consideration [_] shares of Edify’s Class A common stock. Because the number of shares of common stock Edify anticipates issuing as the Merger Consideration (i) will constitute more than 20% of Edify’s outstanding common stock and more than 20% of its outstanding voting power prior to such issuance and (ii) will result in a change of control of Edify, Edify is required to obtain stockholder approval of such issuance pursuant to Nasdaq Listing Rules 5635(a) and (b).

Effect of Proposal on Current Stockholders

If the Nasdaq proposal is approved, Edify would issue shares representing more than 20% of the outstanding shares of its common stock in connection with the Transactions. The issuance of such shares would result in significant dilution to Edify’s stockholders and would afford such stockholders a smaller percentage interest in the voting power, liquidation value and aggregate book value of Edify. If the Nasdaq proposal is adopted, we anticipate that, immediately after consummation of the Transactions, Edify’s stockholders, including the initial stockholders, will own [            ]% of the issued shares of the Combined Company’s Common Stock on a fully diluted basis, and Unique Logistics’ stockholders will own [            ]% of the issued shares of the Combined Company’s Common Stock on a fully diluted basis. These relative percentages assume that (i) none of Edify’s existing public stockholders exercise their redemption rights as discussed herein and (ii) no Combined Company Warrants are exercised. These percentages also do not take into account any equity awards that may be issued under the Incentive Plan following the Transactions.

If the Nasdaq proposal is not approved and we consummate the Transactions on its current terms, the Combined Company would be in violation of Nasdaq Listing Rule 5635(a) and (b), which could result in the delisting of Edify securities from the Nasdaq Capital Market. If Nasdaq delists Edify’s securities from trading on its exchange, it could face significant material adverse consequences, including:

•        a limited availability of market quotations for its securities;

•        reduced liquidity with respect to its securities;

•        a determination that its shares are a “penny stock,” which will require brokers trading in our securities to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for its securities;

•        a limited amount of news and analyst coverage for the post-transaction company; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

It is a condition to the obligations of Edify and Unique Logistics to close the Transactions that the shares of Edify’s Class A common stock to be issued in the Merger shall have been approved for listing on Nasdaq. As a result, if the Nasdaq proposal is not adopted, we will not consummate the Transactions.

Vote Required

The approval of the Nasdaq proposal will require the affirmative vote of a majority of the votes cast by holders of Edify’s outstanding shares of common stock present at the special meeting by attendance via the virtual meeting website or represented by proxy and entitled to vote at the special meeting. Accordingly, if a valid quorum is established, an Edify stockholder’s failure to vote by proxy or to vote at the special meeting and broker non-votes with regard to the Nasdaq proposal will have no effect on such proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is outstanding, but will have no effect on the outcome of the Nasdaq proposal.

Consummation of the Transactions is conditioned on the approval of each of the Merger proposal, the charter proposal, the incentive plan proposal, the director election proposal and the Nasdaq proposal. It is important for you to note that in the event that the Merger proposal, the charter proposal, the incentive plan proposal, the director election proposal or the Nasdaq proposal do not receive the requisite vote for approval, we will not consummate the business combination.

Recommendation of the Edify Board

THE EDIFY BOARD UNANIMOUSLY RECOMMENDS THAT ITS STOCKHOLDERS VOTE “FOR” THE NASDAQ PROPOSAL.

PROPOSAL NO. 7 — THE ADJOURNMENT PROPOSAL

The adjournment proposal, if approved, will allow the chairperson of the special meeting to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Merger proposal, the charter proposal, the governance proposal, the incentive plan proposal, the director election proposal or the Nasdaq proposal.

In no event will Edify solicit proxies to adjourn the special meeting or consummate the business combination beyond the date by which it may properly do so under its current certificate of incorporation and Delaware law. The purpose of the adjournment proposal is to provide more time for the Sponsor, Edify and/or their respective affiliates to make purchases of public shares or other arrangements that would increase the likelihood of obtaining a favorable vote on such proposal(s) and to meet the requirements that are necessary to consummate the business combination. In addition, Edify’s bylaws permit the chair of the special meeting to adjourn the special meeting, whether or not there is a quorum, to a later date, time, and place. Notice of such adjournment need not be given if the date, time, and place (or means of remote communication, if any) of the adjourned meeting are announced at the special meeting.

In addition to an adjournment of the special meeting upon approval of an adjournment proposal, the Edify Board is empowered under Delaware law to postpone the meeting at any time prior to the special meeting being called to order. In such event, Edify will issue a press release and take such other steps as it believes are necessary and practical in the circumstances to inform its stockholders of the postponement.

Consequences if the Adjournment Proposal is Not Approved

If an adjournment proposal is presented at the special meeting and is not approved by the stockholders, the Edify Board may not be able to adjourn the special meeting to a later date. In such event, the business combination would not be completed.

Vote Required

The approval of the adjournment proposal will require the affirmative vote of a majority of the votes cast by holders of Edify’s outstanding shares of common stock present at the special meeting by attendance via the virtual meeting website or represented by proxy and entitled to vote at the special meeting. Adoption of the adjournment proposal is not conditioned upon the adoption of any of the other proposals. Accordingly, if a valid quorum is established, an Edify stockholder’s failure to vote by proxy or to vote at the special meeting and broker non-votes with regard to the adjournment proposal will have no effect on the outcome of such proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established, but will have no effect on the outcome of the adjournment proposal.

Recommendation of the Edify Board

THE EDIFY BOARD UNANIMOUSLY RECOMMENDS THAT EDIFY STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

UNIQUE LOGISTICS’ SOLICITATION OF WRITTEN CONSENTS

Purpose of the Consent Solicitation

Holders of Unique Logistics Common Stock, Unique Logistics Series A Convertible Preferred Stock and Unique Logistics Series B Convertible Preferred Stock are being asked to consent to approve the Merger Agreement, the plan of merger set forth in the Merger Agreement, and the Transactions [and to consent to certain other matters specified in the consent], as discussed in the Section of this proxy statement/consent solicitation statement/prospectus titled “Proposal No. 1 — The Merger Proposal.”

Holders of Unique Logistics Series C Convertible Preferred Stock and Unique Logistics Series D Convertible Preferred Stock do not have voting rights with respect to the Merger Agreement or the Transactions and therefore are not being asked to provide a consent.

The board of directors of Unique Logistics has determined that the Merger Agreement (including the plan of merger set forth therein) and the other Transaction Agreements, the Merger contemplated by the Merger Agreement, and the other Transactions are advisable and in the best interests of Unique Logistics and its stockholders, and adopted and approved the Merger Agreement (including the plan of merger set forth therein), the other Transaction Agreements and the Transactions, including the Merger. The board of directors of Unique Logistics hereby submits the plan of merger set forth in the Merger Agreement for approval by the Unique Logistics stockholders entitled to vote thereon, and recommends the plan of merger set forth in the Merger Agreement to the stockholders, and therefore recommends that holders of Unique Logistics Common Stock, Unique Logistics Series A Convertible Preferred Stock and Unique Logistics Series B Convertible Preferred Stock consent to the approval of the Merger Agreement, the plan of merger set forth in the Merger Agreement, and the Transactions.

Unique Logistics Stockholders Entitled to Consent

Only holders of record holding shares of Unique Logistics Common Stock, Unique Logistics Series A Convertible Preferred Stock and Unique Logistics Series B Convertible Preferred Stock are entitled to sign and deliver written consents with respect to the Merger Agreement, the plan of merger included therein, and the Transactions. As of the close of business on [•], 2023, there were approximately [•] shares of Unique Logistics Common Stock (including the shares of Unique Logistics Series A Convertible Preferred Stock and Unique Logistics Series B Convertible Preferred Stock on an as-converted basis) outstanding and entitling their holders to sign and deliver written consents with respect to the Merger Agreement, the plan of merger set forth therein, and the Transactions. Unique Logistics urges its stockholders who are entitled to vote to return a completed, dated, and signed written consent by [•] Eastern Time, on [•], 2023.

Consents; Required Consents

Written consents from the holders of at least a majority of the voting power of the outstanding shares of Unique Logistics Common Stock entitled to vote (including Unique Logistics Common Stock issuable upon conversion of Unique Logistics Series A Convertible Preferred Stock and Unique Logistics Series B Convertible Preferred Stock) are required to approve the Merger Agreement, the plan of merger set forth therein, and the Transactions.

Concurrently with the execution of the Merger Agreement, each of Frangipani Trade Services, Inc. and Great Eagle Freight Limited, who collectively hold sufficient shares to deliver the required stockholder approval, entered into a Voting and Support Agreement with Edify and Unique Logistics, pursuant to which they agreed, among other things, (i) to deliver a written consent with respect to their Unique Logistics Shares in favor of the Merger Agreement and the Transactions and (ii) not to transfer their Unique Logistics Shares unless the buyer or other transferee thereof executes a joinder agreement to the Voting and Support Agreement in a form reasonably acceptable to Edify and Unique Logistics.

Submission of Consents

You may consent to the approval of the Merger Agreement, the plan of merger set forth in the Merger Agreement, and the Transactions with respect to your shares of Unique Logistics Common Stock (on an as-converted basis) by completing, dating and signing the written consent enclosed with this proxy statement/consent solicitation statement/prospectus and returning it to Unique Logistics.

If you hold shares of Unique Logistics Common Stock, Unique Logistics Series A Convertible Preferred Stock or Unique Logistics Series B Convertible Preferred Stock, please fill out the enclosed written consent, date, and sign it, and promptly return it to Unique Logistics. Once you have completed, dated, and signed the written consent, you may deliver it to Unique Logistics by emailing a .pdf copy to [_________] or by mailing it to Unique Logistics at 154-09 146th Ave, Jamaica, NY 11434, Attention: [_________].

Executing Consents

You may execute a written consent to approve the Merger Agreement, the plan of merger set forth in the Merger Agreement, and the Transactions. A written consent to approve the Merger Agreement, the plan of merger set forth in the Merger Agreement, and the Transactions is equivalent to a vote “for” such proposal. If you fail to execute and return your written consent, or otherwise withhold your written consent, it has the same effect as voting against the approval of the Merger Agreement, the plan of merger set forth in the Merger Agreement, and the Transactions.

Solicitation of Consents; Expenses

The expense of preparing, printing and mailing these consent solicitation materials is being borne by [____]. Officers and employees of Unique Logistics may solicit consents by telephone, by text message, by email, by text message, and personally, in addition to solicitation by mail. These persons will receive their regular salaries but no special compensation for soliciting consents.

The Unique Logistics Board of Directors’ Reasons for Approval of the Transactions

Unique Logistics’ board of directors had previously approved Unique Logistics applying to have the Unique Logistics Common Stock listed on Nasdaq, and Unique Logistics applied to do so during the third quarter of 2021. Unique Logistics also intended to raise capital to complete the ULHK Entities Acquisition through a public offering of Unique Logistics Common Stock in connection with such uplisting. Due to changing market conditions and issues with the Financial Industry Regulatory Authority with respect to the proposed uplisting, however, the representative of the underwriters for the contemplated offering suggested to Unique Logistics that a merger with a SPAC might be a better option for obtaining the desired Nasdaq listing, and introduced representatives of Unique Logistics to representatives of Edify, as further discussed in the section of this proxy statement/consent solicitation statement/prospectus titled “Proposal No. 1 — The Merger Proposal — General — Background of the Transactions.”

As discussed in the section of this proxy statement/consent solicitation statement/prospectus titled “Proposal No. 1 — The Merger Proposal — General — Background of the Transactions,” Unique Logistics engaged in multiple rounds of negotiations with Edify and at one point rejected the concept of engaging in a transaction with Edify, but later did agree to its revised offer as reflected in the Merger Agreement.

The primary reasons that the Unique Logistics board of directors approved the Merger Agreement and the Transactions, however, was because Edify agreed to arrange, through an affiliate, for the debt financing that Unique Logistics needed in order to consummate the ULHK Entities Acquisition, and the proposed deal structure would allow Unique Logistics to consummate ULHK Entities Acquisition even if the parties did not consummate the Merger.

Further, the Transactions will result in the listing of the Combined Company’s Common Stock on Nasdaq, which, Unique Logistics’ board of directors believed, Unique Logistics would not be able to accomplish with respect to the Unique Logistics Common Stock in the foreseeable future. Unique Logistics’ management and board of directors had previously determined that having the Unique Logistics Common Stock listed on Nasdaq was in the best interests of Unique Logistics and its stockholders because it believed, and continues to believe, that such a Nasdaq listing would provide Unique Logistics with increased access to and more cost-effective capital

and provide its stockholders with greater liquidity. After its prior attempt to list on Nasdaq was unsuccessful, management and the board of directors investigated alternative means of achieving a Nasdaq listing, and based on its current circumstances, the information available to date, and its prior experience with attempting a Nasdaq listing, determined that the Transactions provided the most likely and cost-effective means of achieving its goal in this regard.

In addition, the Transactions provide for lower dilution to Unique Logistics’ stockholders compared to Edify’s initial offer, and represented a premium over current trading prices for the Unique Logistics Common Stock on the OTCQB.

The Unique Logistics board of directors also considered potential risks associated with the Merger when makings its decision to approve the Merger Agreement and the Transactions, including:

•        The risk that the Merger might not be consummated in a timely manner or at all, due to Edify’s failure to obtain required stockholder approvals or the failure to satisfy various other conditions to Closing;

•        The possibility that the Merger might not be completed and that there may be an adverse effect on Unique Logistics’ business and/or reputation if the Merger was not completed after it had been announced.

•        The expenses that Unique Logistics would incur in connection with the Merger and related administrative challenges associated with combining the companies.

•        The restrictions on the operations of Unique Logistics’ business while the Merger is pending pursuant to the terms of the Merger Agreement, which restricts Unique Logistics’ ability to take certain actions without Edify’s prior written consent,

•        Various other risks associated with the Merger and the Combined Company, including the risks described in the section of this proxy statement/consent solicitation statement/prospectus titled “Risk Factors.”

The discussion and factors considered by Unique Logistics’ board of directors is not intended to be exhaustive, but rather includes all material factors it considered. The board of directors considered these factors as a whole, and considered them to be favorable to, and supportive of, its determination. The Unique Logistics board of directors did not consider it practical, nor did it attempt, to quantify, rank, or otherwise assign relative weights to the specific factors that it considered in reaching its decision. In considering the factors described above, individual members of the Unique Logistics’ board of directors may have given different weights or priority to different factors.

The Unique Logistics board of directors realized that there can be no assurance about future results, including results expected or considered in the factors listed above. The board of directors concluded, however, that the potential benefits of the Merger to Unique Logistics outweighed the potential risks. Please note that this discussion of the Unique Logistics board of directors’ reasoning and the other information presented in this subsection is forward-looking in nature and, therefore, should be read in light of the factors described under “Cautionary Statement Regarding Forward-Looking Statements.”

OTHER INFORMATION RELATED TO EDIFY

Introduction

Edify was incorporated on September 30, 2020 for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. Prior to executing the Merger Agreement, Edify’s efforts were limited to organizational activities, completion of its initial public offering and the evaluation of possible business combinations.

Initial Public Offering and Simultaneous Private Placement

On January 20, 2021, Edify consummated its initial public offering of 27,600,000 units, including 3,600,000 units under the underwriters’ over-allotment option, with each unit consisting of one share of Edify’s Class A common stock and one-half of one warrant, each whole warrant to purchase one share of Edify’s Class A common stock. The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $276,000,000. Simultaneously with the consummation of the initial public offering, Edify consummated the private placement of 5,640,000 warrants at a price of $1.00 per warrant, generating total proceeds of $5,640,000.

Following the consummation of the Edify IPO, Edify deposited $276,000,000 into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee. On December 21, 2022, Edify held a special meeting of its stockholders at which the stockholders approved the First Charter Amendment, which allowed Edify to extend the date by which Edify must consummate a business combination from January 20, 2023 (the date that is 24 months from the closing date of the Edify IPO) to April 20, 2023 (the date that is 27 months from the closing date of the Edify IPO) and on a monthly basis up to three times from April 20, 2023 to July 20, 2023 (the date that is 30 months from the closing date of the Edify IPO) by (i) depositing $225,000 into the trust account for the three month extension from January 20, 2023 to April 20, 2023 and (ii) depositing $75,000 into the trust account for each subsequent one-month extension from April 20, 2023to July 20, 2023. On January 20, 2023, Edify made a cash contribution of $225,000 to the trust account for the extension from January 20, 2023 to April 20, 2023. In addition, the stockholders elected to redeem an aggregate of 25,912,336 shares of Edify’s Class A common stock in connection with the First Charter Amendment. As a result, an aggregate of $261,561,217 (or approximately $10.09 per share) was removed from the trust account to pay such stockholders and 1,687,664 shares of Edify’s Class A common stock were then issued and outstanding following such redemption. Edify subsequently made monthly cash contributions of $75,000 to the trust account to extend the date by which Edify must consummate a business combination from April 20, 2023 to July 20, 2023. On July 20, 2023, Edify held a special meeting of its stockholders at which the stockholders approved the Second Charter Amendment, which allows Edify to extend the date by which Edify must consummate a business combination from July 20, 2023 (the date that is 30 months from the closing date of the Edify IPO) to October 20, 2023 (the date that is 33 months from the closing date of the Edify IPO) 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 Edify IPO) by (i) depositing $225,000 into the trust account for the three month extension from July 20, 2023 to the Amended Date and (ii) depositing $75,000 into the trust account for each subsequent one-month extension from the Amended Date to January 20, 2024. On July 20, 2023, Edify made a cash contribution of $225,000 to the trust account for the Initial Extension. In addition, the stockholders elected to redeem an aggregate of 697,235 shares of Edify’s Class A common stock in connection with the Second Charter Amendment. As a result, an aggregate of $7,488,538.44 (or approximately $10.74 per share) was removed from the trust account to pay such stockholders and 990,429 shares of Edify’s Class A common stock were then issued and outstanding following such redemption. As of [•], 2023, there was approximately $[•] held in the trust account. Except as described in the prospectus for the Edify IPO, these proceeds will not be released until the earlier of the completion of an initial business combination and Edify’s redemption of 100% of the outstanding public shares upon its failure to consummate a business combination within the completion window.

Fair Market Value of Target Business

The target business or businesses that Edify acquires must collectively have a fair market value equal to at least 80% of the balance of the funds in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the execution of a definitive agreement for its initial

business combination, although Edify may acquire a target business whose fair market value significantly exceeds 80% of the trust account balance. The Edify Board determined that this test was met in connection with the proposed business combination with Unique Logistics as described in the section titled “Proposal No. 1 — The Merger Proposal.”

Stockholder Approval of Transactions

Under Edify’s current certificate of incorporation, in connection with any proposed business combination, Edify must seek stockholder approval of an initial business combination at a meeting called for such purpose at which public stockholders may seek to redeem their public shares for cash, regardless of whether they vote for or against the proposed business combination, subject to the limitations described in the prospectus for the Edify IPO. Accordingly, in connection with the Merger, the Edify public stockholders may seek to redeem their public shares for cash in accordance with the procedures set forth in this proxy statement/consent solicitation statement/prospectus.

Voting Restrictions in Connection with Stockholder Meeting

In connection with any vote for a proposed business combination, including the vote with respect to the Merger proposal, the Sponsor and the Insiders have agreed to vote the founder shares as well as any shares of common stock acquired in the market in favor of such proposed business combination.

At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding Edify or its securities, the Sponsor, Unique Logistics and/or their respective affiliates may purchase shares of Edify’s common stock from institutional and other investors who vote, or indicate an intention to vote, against the Merger proposal, or execute agreements to purchase such shares from them in the future, or they may enter into transactions with such persons and others to provide them with incentives to acquire shares of Edify’s common stock or vote their shares in favor of the Merger proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that the business combination be approved where it appears that such requirements would otherwise not be met. Edify’s affiliates would vote all shares of Edify’s common stock that they purchased pursuant to such arrangements for approval of the Merger proposal.

Liquidation if No Business Combination

Under Edify’s current certificate of incorporation, if Edify does not complete a business combination within the completion window, Edify will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the outstanding public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Edify’s remaining stockholders and the Edify Board, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to Edify’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. At such time, the warrants will expire. Holders of warrants will receive nothing upon a liquidation with respect to such warrants and the warrants will be worthless.

The Sponsor and the Insiders have each agreed to waive their rights to participate in any distribution from the trust account or other assets with respect to the founder shares.

The funds in the trust account could, however, become subject to the claims of Edify’s creditors, which would be prior to the claims of the Edify public stockholders. Although Edify has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses Edify has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, and although Edify will seek such waivers from vendors it engages in the future, there is no guarantee that they (notwithstanding such agreements) or other vendors who did not execute such waivers will not seek recourse against the trust account. Accordingly, the actual per-share redemption price could be less than approximately $10.00, plus interest, due to claims of creditors. Additionally, if Edify is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law and may be included in Edify’s bankruptcy estate and subject to the claims of third parties with priority over the claims of Edify’s stockholders. To the extent any bankruptcy claims deplete the trust account, Edify cannot assure you that it will be able to return to the Edify public stockholders at least approximately $10.00 per share. Edify’s public stockholders are entitled to receive funds from the trust account only in the event of

its failure to complete a business combination within the completion window or if the stockholders properly seek to have Edify redeem their public shares for cash upon a business combination that Edify actually completes. In no other circumstances does a stockholder have any right or interest of any kind to or in the trust account.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The portion of the trust account distributed to the Edify public stockholders upon the redemption of 100% of its outstanding public shares in the event that Edify does not complete its initial business combination within the completion window may be considered a liquidation distribution under Delaware law. If a Delaware corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, if Edify does not complete an initial business combination, it intends to redeem its public shares as soon as reasonably possible following the expiration of the time periods described above and, therefore, Edify does not intend to comply with the procedures required by Section 280 of the DGCL, which would limit the amount and duration of Edify’s stockholders’ liability with respect to liquidating distributions as described above. As such, Edify’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of Edify’s stockholders may extend well beyond the third anniversary of Edify’s dissolution.

Furthermore, if the portion of the trust account distributed to the Edify public stockholders upon the redemption of 100% of its public shares in the event that Edify does not complete its initial business combination within the required time period is not considered a liquidation distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidation distribution.

As Edify will not be complying with Section 280 of the DGCL, Section 281(b) of the DGCL requires Edify to adopt a plan, based on facts known to it at such time, that provides for its payment of all existing and pending claims or claims that may be potentially brought against it within the subsequent 10 years. However, because Edify is a blank check company, rather than an operating company, and Edify’s operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from its vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.

Edify will pay the costs of any subsequent liquidation from its remaining assets outside of the trust account. If such funds are insufficient, Edify’s executive officers have agreed to pay the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $15,000) and have agreed not to seek repayment for such expenses.

Facilities

Edify currently maintains its principal executive offices at 888 7th Avenue, Floor 29, New York, NY 10106 and maintains other offices as provided to it by its officers. The cost for this space is included in the $10,000 per-month aggregate fee that the Sponsor charges Edify for general and administrative services pursuant to a letter agreement between Edify and the Sponsor. Edify believes that the fee charged by the Sponsor is at least as favorable as Edify could have obtained from an unaffiliated person. Edify considers its current office space adequate for its current operations.

Upon consummation of the business combination, the principal executive offices of Edify will be those of Unique Logistics, at which time nothing more will be paid to the Sponsor.

Employees

Edify has two executive officers. These individuals are not obligated to devote any specific number of hours to Edify’s matters and intend to devote only as much time as they deem necessary to its affairs. Edify does not currently have, and does not intend to have prior to the consummation of a business combination, any full time employees.

Management, Directors and Executive Officers

Edify’s directors and officers are as follows:

Below is a summary of the business experience of each our executive officers and directors:

Ronald H. Schlosser has been Edify’s Chief Executive Officer since April 26, 2021. Currently, Mr. Schlosser advises global leaders in private equity on investing in education and information services companies. From March 2013 to October 2020, he 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, an educational and library publishing company, where he led expansion of the company’s product lines especially with digital segments. From October 2008 to November 2009, he served as senior advisor to Providence Equity Partners 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.

Morris Beyda has been Edify’s Chief Financial Officer since [_]. Mr. Beyda joined Colbeck Capital Management, LLC, an affiliate of the Sponsor, in 1999 and is currently a Partner, Chief Operating Officer and Chief Compliance Officer at Colbeck, responsible for all middle and back office functions including operations, finance, technology, and compliance. From May 2007 to February 2009, Mr. Beyda was Chief Technology Officer of Serengeti Asset Management LP, 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, 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.

Susan Wolford has been the Chairwoman of Edify’s Board and Directors since [January 14, 2021]. 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, 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. Edify believe that Ms. Wolford is qualified to serve on the Edify Board based on her expertise in finance and her transaction expertise.

Jason Beckman has been one of our directors since June 14, 2021. 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 was the Vice President of Distressed Debt Sourcing and Sales at Deutsche Bank. From July 1998 to February 2004, Mr. Beckman was the head of Fixed Income Currency, and Commodities Division’s distressed debt sourcing business at Goldman Sachs, where he built and managed a team responsible for sourcing strategic lending opportunities and distressed asset divestitures. 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. Edify believes that Mr. Beckman is qualified to serve on the Edify Board based on his expertise in finance.

Jason Colodne has been one of our directors since January 14, 2021. 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, 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. Edify believes that Mr. Colodne is qualified to serve on the Edify Board based on his transaction expertise.

Rosamund M. Else-Mitchell has been one of our directors since January 14, 2021. 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. We believe that Ms. Else-Mitchell is qualified to serve on the Edify Board based of her extensive education experience.

Ari Horowitz has been one of our directors since April 26. 2021. 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 Senior Vice President, Strategic Partnerships & Corporate Development at Thrasio, the fastest growing acquirer of Amazon third-party seller businesses, where he co-led the team that 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 that completed financings

and merger and acquisition transactions with a total value in excess of $1.5 billion. Mr. Horowitz holds a Bachelor of Arts degree in economics from the University of Pennsylvania. Edify believes that Mr. Horowitz is qualified to serve on the Edify Board based on his transaction expertise.

Director Independence

Nasdaq rules require that a majority of the Edify Board be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship that, in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. The Edify Board has determined that Susan Wolford, Rosamund M. Else-Mitchell, and Ari Horowitz are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Edify’s independent directors have regularly scheduled meetings at which only independent directors are present.

Number and Terms of Office of Officers and Directors

The Edify Board consists of seven members. The Edify Board is divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. The term of office of the first class of directors, consisting of Rosamund M. Else-Mitchell, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Ari Horowitz and Susan Wolford, will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of Jason Beckman and Jason Colodne, will expire at the third annual meeting of stockholders. We may not hold an annual meeting of stockholders until after we consummate our initial business combination.

Edify’s officers are appointed by the Edify Board and serve at the discretion of the Edify Board, rather than for specific terms of office. The Edify Board is authorized to appoint persons to the offices set forth in Edify’s current bylaws as it deems appropriate. Edify’s current bylaws provide that officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by the Edify Board.

Committees of the Board of Directors

The Edify Board has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Both its audit committee and its compensation committee are composed solely of independent directors. Subject to phase-in rules, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of Nasdaq require that the compensation committee and the nominating and corporate governance committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that was approved by the Edify Board and has the composition and responsibilities described below. The charter of each committee is available on Edify’s website.

Audit Committee

The members of Edify’s audit committee are Ms. Wolford, Ms. Elsie-Mitchell and Mr. Horowitz, and Mr. Horowitz serves as chair of the audit committee. Each member of the audit committee is financially literate and the Edify Board has determined that each member qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

Edify has adopted an audit committee charter, which details the purpose and principal functions of the audit committee, including:

•        the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us;

•        pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

•        setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations;

•        setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

•        obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence;

•        reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

•        reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

The Edify Board has established a compensation committee. The members of the compensation committee are Susan Wolford, Rosamund M. Else-Mitchell and Ari Horowitz, and Mr. Horowitz serves as chair of the compensation committee.

Edify has adopted a compensation committee charter, which details the purpose and responsibility of the compensation committee, including:

•        reviewing and approving on an annual basis the corporate goals and objectives relevant to Edify’s Chief Executive Officer’s compensation, if any is paid by it, evaluating the Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of the Chief Executive Officer based on such evaluation;

•        reviewing and approving on an annual basis the compensation, if Edify pays any, of all of its other officers;

•        reviewing on an annual basis Edify’s executive compensation policies and plans;

•        implementing and administering Edify’s incentive compensation equity-based remuneration plans;

•        assisting management in complying with Edify’s proxy statement and annual report disclosure requirements;

•        approving all special perquisites, special cash payments and other special compensation and benefit arrangements for Edify’s officers and employees;

•        if required, producing a report on executive compensation to be included in Edify’s annual proxy statement; and

•        reviewing, evaluating and recommending changes, if appropriate, to the remuneration for Edify’s directors.

The compensation committee charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Director Nominations

Edify does not have a standing nominating committee, though it intends to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605 of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by the Edify Board. The Edify Board believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Susan Wolford, Rosamund M. Else-Mitchell and Ari Horowitz. In accordance with Nasdaq Rule 5605, all such directors are independent. As there is no standing nominating committee, Edify does not have a nominating committee charter in place.

The Edify Board will also consider director candidates recommended for nomination by its stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Edify stockholders that wish to nominate a director for election to the Edify Board should follow the procedures set forth in the current bylaws.

Edify has not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the Edify Board considers educational background, diversity of professional experience, knowledge of its business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of its stockholders.

Compensation Committee Interlocks and Insider Participation

None of Edify’s officers currently serves, and in the past year has not served, as a member of the board of directors or compensation committee of any entity that has one or more officers serving on the Edify Board.

Code of Ethics

Edify has adopted a Code of Ethics applicable to its directors, officers and employees. Edify has previously filed a copy of its form of Code of Ethics and its audit committee charter as exhibits to the registration statement in connection with the Edify IPO. You can review these documents by accessing Edify’s public filings at the SEC’s website at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request. Edify intends to disclose any amendments to or waivers of certain provisions of its Code of Ethics by posting such information on its website rather than by filing a Current Report on Form 8-K. Please see the section titled “Where You Can Find More Information.”

Legal Proceedings

There is no material litigation, arbitration, governmental proceeding or any other legal proceeding currently pending or known to be contemplated against Edify, and Edify has not been subject to any such proceeding in the 12 months preceding the date of this proxy statement/consent solicitation statement/prospectus.

Periodic Reporting and Audited Financial Statements

Edify has registered its securities under the Exchange Act and has reporting obligations, including the requirement to file annual and quarterly reports with the SEC. In accordance with the requirements of the Exchange Act, Edify’s annual reports contain financial statements audited and reported on by Edify’s independent registered public accounting firm.