Unique Logistics International, Inc. (OTCPK:UNQL) executed the letter of intent to acquire Edify Acquisition Corp. (NasdaqCM:EAC) from Colbeck Edify Holdings, LLC, Adage Capital Partners, L.P. managed by Adage Capital Management, L.P. and others in a reverse merger transaction on October 11, 2022. Unique Logistics International, Inc. entered into an Agreement and Plan of Merger to acquire Edify Acquisition Corp. from Colbeck Edify Holdings, LLC, Adage Capital Partners, L.P. managed by Adage Capital Management, L.P. and others for approximately $310 million in a reverse merger transaction on December 18, 2022. Under the terms of the merger agreement, 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 to the Consideration Value of $282 million divided by the Per Share Price of $10.00. The agreement also provides that UNQL's stockholders will have the right to receive up to an aggregate of 2,500,000 additional shares of Edify Class A Common Stock (Earnout shares). Following the consummation of the Transactions, Edify will change its name to Unique Logistics International Holdings, Inc. Unique Logistics stockholders will also have the opportunity to earn up to 1,250,000 additional shares of the Combined Company?s Class A common stock, par value $0.001 per share (the ?Combined Company?s Common Stock?), if (i) the trading price of the Combined Company?s Common Stock exceeds $12.00 per share during the seven-year period following the date that is sixty days after the date of the closing of the Transactions 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 (each, a ?Sale Transaction?), 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 in such Sale Transaction 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 opportunity to earn 1,250,000 additional shares of the Combined Company?s Common Stock if the trading price of the Combined Company?s Common Stock exceeds $15.00 per share in the same circumstances as above. Unique Logistics entered into commitment for a term loan of no less than $19 million to fund the expense of the transaction.

The completion of the transactions is subject to the satisfaction or waiver of certain closing conditions of the respective parties, including, without limitation: (i) the expiration or termination of any waiting period(s) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; (ii) no governmental order or law making the Transactions illegal or otherwise enjoining or prohibiting the consummation of the Transactions being in effect or pending; (iii) the registration statement on Form S-4 containing the proxy statement/consent solicitation statement/prospectus to be filed by Edify relating to the Merger Agreement and the Merger becoming effective in accordance with the provisions of the Securities Act, no stop order having been issued by the SEC with respect to the Registration Statement, and no proceeding seeking such a stop order being initiated by the SEC and not withdrawn; (iv) the approval of the shares of Edify Class A Common Stock to be issued in the Merger being approved for listing on conditional approval by the Nasdaq Stock Market, subject to official notice of issuance; and (v) the required approvals of UNQL's stockholders and Edify?s stockholders in connection with the Merger Agreement and the Transactions. In addition to these conditions, (i) Edify must also hold net tangible assets of at least $5,000,001 immediately prior to Closing, net of Edify?s redemption of the shares of Edify Class A Common Stock, immediately prior to Closing and (ii) if required, Edify has obtained the approval of its stockholders to amend its Amended and Restated Certificate of Incorporation to extend the date by which Edify must consummate a business combination from January 20, 2023 to as late as July 20, 2023, Edify Extension approval to extend the time period for Edify to consummate a business transaction shall have been obtained, completion of related transactions including the acquisition by UNQL of the share capital held by Unique Logistics Holdings Limited (?ULHL?) in certain of ULHL?s subsidiaries, execution and delivery of transaction agreements including, 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, and CB Agent Services LLC (or a syndicate of lenders thereof) shall have provided to UNQL the Debt Facility. The merger agreement was unanimously approved by the board of directors of each of UNQL and Edify. Edify Board and UNQL Board unanimously recommends that their respective shareholders vote for the merger. On October 20, 2023, Edify Acquisition Corp. elected to extend the date by which it has to consummate an initial business combination by one additional month from October 20, 2023 to November 20, 2023.

Michael J. Aiello and Eoghan P. Keenan of Weil, Gotshal & Manges LLP acted as legal advisors and due diligence providers to Edify. Joseph Lucosky and Lawrence Metelitsa of Lucosky Brookman LLP acted as legal advisors and due diligence providers to Unique Logistics International, Inc. Chris Gregory, Atit Sheth, Michael Schmit of Lincoln International LLC acted as financial advisor, due diligence provider and fairness opinion provider to Edify Board. Morrow Sodali LLC acted as proxy solicitor and Continental Stock Transfer & Trust Company acted as transfer agent to Edify. Edify engaged Kroll, LLC, EF Hutton, division of Benchmark Investments, LLC and Mintz Group to perform due diligence. Action Stock Transfer Corporation is the transfer agent for the Unique Logistics common stock. Mitchell S. Nussbaum and Giovanni Caruso of Loeb & Loeb LLP acted as legal advisors to Edify. 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 transaction in accordance with the merger agreement or the closing of the transaction.

Unique Logistics International, Inc. (OTCPK:UNQL) cancelled the acquisition of Edify Acquisition Corp. (NasdaqCM:EAC) from Colbeck Edify Holdings, LLC, Adage Capital Partners, L.P. managed by Adage Capital Management, L.P. and others in a reverse merger transaction on March 1,2024.