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    Edify Acquisition Corp. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

    1/18/24 5:10:10 PM ET
    $EAC
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    false 0001832765 0001832765 2024-01-16 2024-01-16 0001832765 EAC:UnitsEachConsistingOfOneShareOfCommonStockAndOneWarrantToAcquireOnehalfOfShareOfCommonStockMember 2024-01-16 2024-01-16 0001832765 EAC:CommonStockParValue0.0001Member 2024-01-16 2024-01-16 0001832765 EAC:WarrantsMember 2024-01-16 2024-01-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    FORM 8-K

     

    CURRENT REPORT

     

    Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

     

    Date of Report (Date of earliest event reported): January 16, 2024

     

    EDIFY ACQUISITION CORP.

    (Exact name of Registrant as specified in its charter)

     

    Delaware   001-39899   85-3274503

    (State or other jurisdiction

    of incorporation)

     

    (Commission File Number)

     

    (IRS Employer

    Identification No.)

     

    888 7th Avenue, Floor 29

    New York, NY 10106

    (Address of principal executive offices, including zip code)

     

    212-603-2800

    (Registrant’s telephone number, including area code)

     

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

     

    ☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
       
    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
       
    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
       
    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class   Trading Symbol(s)   Name of each exchange on which registered
    Units, each consisting of one share of Common Stock and one Warrant to acquire one-half of a share of Common Stock   EACPU   The Nasdaq Stock Market LLC
    Common Stock, par value $0.0001   EAC   The Nasdaq Stock Market LLC
    Warrants   EACPW   The Nasdaq Stock Market LLC

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

     

    Emerging growth company ☒

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     

     

     

     

    Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

     

    On January 16, 2024, Edify Acquisition Corp. (the “Company”), received a notice from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”), the Company’s securities (units, ordinary shares, warrants, and rights) would be subject to suspension and delisting from The Nasdaq Capital Market at the opening of business on January 25, 2024 due to the Company’s non-compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company must complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement.

     

    The Company intends to timely request a hearing before the Panel to request additional time to complete a business combination. If timely filed, the hearing request will result in a stay of any suspension or delisting action pending the hearing.

     

    1

     

     

    SIGNATURES

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

     

      EDIFY ACQUISITION CORP.
         
    Date: January 18, 2024 By: /s/ Morris Beyda
      Name:  Morris Beyda
      Title: Chief Financial Officer

     

     

    2

     

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