Business combination is expected to help
Unique accelerate growth, gain access to compelling M&A
opportunities, and attract new investment partners
Unique intends to list on NASDAQ following
completion of the business combination
NEW
YORK, June 9, 2023 /PRNewswire/ -- Unique
Logistics International, Inc. (OTCMKTS: UNQL) ("Unique" or the
"Company"), a global logistics and freight forwarding company,
today announced that Edify Acquisition Corp. ("Edify")(Nasdaq:
EAC), a special purpose acquisition company, has filed a
registration statement on Form S-4 (the "Registration Statement"),
which includes a preliminary proxy statement/prospectus, with
the U.S. Securities and Exchange Commission (the "SEC") relating to
the previously announced proposed business combination between
Unique and Edify.
The proposed business combination, which is expected to close in
the second half of 2023 subject to the satisfaction of customary
closing conditions, including the approval of both Unique and Edify
stockholders and the Registration Statement being declared
effective by the SEC, has been unanimously approved by the Boards
of Directors of both companies. Upon closing, Edify is expected to
change its name to Unique Logistics International Holdings, Inc.,
and the combined company's common stock and warrants are expected
to begin trading on the Nasdaq Capital Market.
"We are thrilled to be one step closer to trading on Nasdaq,"
said Sunandan Ray, Chairman and CEO
of Unique. "We believe the business combination will further our
goal of continuing to rapidly capture market share across all
critical logistical hubs in the country and strategically scale our
platform. We look forward to executing our ambitious growth
trajectory, gaining access to additional M&A opportunities, and
improving our access to capital and liquidity, all of which we
believe will best position us to attract new investment partners
and future success."
The filing of the Registration Statement follows Unique's
successful acquisition of certain operating subsidiaries and
affiliates of Unique Logistics Holdings Limited, the Company's
former parent company (the "ULHL Entities Acquisition"). The ULHL
Entities Acquisition will allow Unique to increase not only
its logistics services footprint in the countries in which these
companies operate – including China, Hong
Kong, India, Taiwan, the United
Kingdom, and Vietnam – but
also to expand its exports to and trading among such countries and
more broadly across Europe,
Latin America, Canada, and Intra-Asia.
ABOUT UNIQUE LOGISTICS INTERNATIONAL, INC.
Unique Logistics International, Inc. (OTCMKTS: UNQL), through
its wholly owned operating subsidiaries, is a global logistics and
freight forwarding company providing a range of international
logistics services that enable its customers to outsource to the
Company sections of their supply chain process. The services
provided are seamlessly managed by its network of trained employees
and integrated information systems. We enable our customers to
share data regarding their international vendors and purchase
orders with us, execute the flow of goods and information under
their operating instructions, provide visibility to the flow of
goods from factory to distribution center or store and when
required, update their inventory records.
Additional Information about the Proposed Business
Combination and Where to Find It
This press release relates to a proposed transaction between
Unique Logistics International, Inc. and Edify Acquisition Corp. In
connection with the transaction described herein, Edify has filed
with the SEC a registration statement on Form S-4 that includes a
prospectus with respect to the securities to be issued in
connection with the business combination, a proxy statement with
respect to the stockholder meeting of Edify to vote on the merger,
and a consent solicitation statement with respect to the Company's
solicitation of its stockholders of their written consent to
approve the plan of merger set forth in the merger agreement (the
"Merger Agreement") entered into in connection with the proposed
business combination. The proxy statement/consent solicitation
statement/prospectus will be sent to all Edify stockholders and
Company stockholders. In addition, Edify and Unique may file other
relevant documents concerning the merger with the SEC. Investors
and stockholders of Edify and Unique and other interested persons
are urged to read the Registration Statement, the proxy
statement/consent solicitation statement/prospectus as well as
other relevant documents filed with the SEC in connection with the
proposed business combination because these documents contain and
will contain important information about Edify, Unique, and the
merger. Stockholders are able to obtain a copy of the Form S-4,
including the proxy statement/consent solicitation
statement/prospectus, and other documents filed with the SEC
without charge, at the SEC's website (www.sec.gov). Security
holders of the Company may also obtain free copies of the proxy
statement/consent solicitation statement/prospectus, and any other
documents related to the merger that Unique files with the SEC by
directing a request by telephone or mail to Unique Logistics
International Inc., Attn: Eli Kay,
Chief Financial Officer. Security holders of Edify may also obtain
free copies of the proxy statement/consent solicitation
statement/prospectus, and any other documents related to the merger
that Edify files with the SEC by directing a request to: Edify
Acquisition Corp., Attn: Morris
Beyda, Chief Financial Officer.
Participants in the Solicitation
Edify, Unique, and their directors and executive officers may be
deemed to be participants in the solicitation of proxies from Edify
stockholders and written consents from Unique's stockholders with
respect to the merger.
Information about Edify's directors and executive officers and a
description of their interests in Edify and with respect to the
merger and any other matters to be acted upon at the Edify
stockholder meeting are included in the preliminary proxy
statement/consent solicitation statement/prospectus for the
proposed t, and will also be included in the definitive proxy
statement/prospectus for the proposed business combination when
available.
No Offer or Solicitation
This press release is not a proxy statement or consent
solicitation statement or solicitation of a proxy, consent, or
authorization with respect to any securities or in respect of the
proposed transaction and does not constitute an offer to sell or
the solicitation of an offer to buy any securities of Edify, the
Company, or any successor entity thereof nor shall there be any
offer, solicitation, exchange, or sale of any such securities in
any state or jurisdiction in which such offer, solicitation,
exchange, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of the Securities Act.
Forward-Looking Statements
This press release contains includes a number of forward-looking
statements that reflect management's current views with respect to
future events. Forward-looking statements include all statements
that are not historical facts, including statements regarding the
impact of the proposed business combination on, and anticipated
future growth (including through the completion of pending
acquisitions) and other goals of, the Company; in some cases you
can also identify forward-looking statements by terminology such as
"may," "should," "expects," "plans," "anticipates," "believes,"
"estimates," "predicts," "potential," or "continue" or the negative
of these terms or other comparable terminology. All forward-looking
statements are based on the Company's current expectations and
beliefs concerning future developments and their potential effects
on Edify, the Company, or any successor entity thereof. Any such
forward-looking statements are based on various assumptions,
whether or not identified in this press release, are not guarantees
of future performance, and involve a number of risks,
uncertainties, or other factors that may cause actual results or
performance to be materially different from those expressed or
implied by the forward-looking statements included in this press
release. These risks and uncertainties include, but are not limited
to, those discussed and identified in public filings made by Unique
and Edify with the SEC; the amount of any redemptions by existing
holders of shares of Edify's Class A common stock being greater
than expected, which may reduce the cash in trust available to
Unique upon the consummation of the merger; the occurrence of any
event, change, or other circumstances that could give rise to the
termination of the Merger Agreement; the outcome of any legal
proceedings that may be instituted against Unique or Edify
following announcement of the Merger Agreement and the transactions
contemplated therein; the inability to complete the proposed
business combination due to, among other things, the failure to
obtain Unique stockholder approval or Edify shareholder approval or
satisfy the minimum trust account amount following any redemptions
by Edify's public stockholders; the effect of the announcement or
pendency of the merger on Unique's business relationships,
operating results, and business generally; the risk that the
announcement and consummation of the proposed business combination
disrupts Unique's current plans or operations; unexpected costs
related to the proposed business combination; the risks that
the consummation of the proposed business combination is
substantially delayed or does not occur, including prior to the
date on which Edify is required to liquidate under the terms of its
charter documents; the risk that Unique may need to raise
additional capital to execute its growth plans, which many not be
available on acceptable terms or at all; and the risk that the
post-merger company experiences difficulties in managing its growth
and expanding operations. The foregoing list of factors is not
exhaustive. You should carefully consider the foregoing factors and
the other risks and uncertainties described in the "Risk Factors"
section of the Registration Statement and proxy statement/consent
solicitation statement/prospectus discussed above and other
documents filed or to be filed by Edify, Unique, and/or or any
successor entity thereof from time to time with the SEC. These
filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Should one or more of these risks or uncertainties materialize or
should any of the assumptions made by the management of Unique
prove incorrect, actual results may vary in material respects from
those projected in these forward-looking statements.
All subsequent written and oral forward-looking statements
concerning the proposed business combination or other matters
addressed in this press release and attributable to Unique or any
person acting on its behalf are expressly qualified in their
entirety by the cautionary statements contained or referred to in
this press release. Forward-looking statements speak only as of the
date they are made. Except to the extent required by applicable law
or regulation, Unique undertakes no obligation to update these
forward-looking statements to reflect new information or events or
circumstances occurring after the date of this press release.
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SOURCE Unique Logistics International, Inc.