UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

EDIFY ACQUISITION CORP.

(Exact Name of Registrant as Specified in 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) (Zip Code)

(212) 603-2800

(Registrant’s Telephone Number, Including Area Code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an 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.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of November 10, 2022, there were 27,600,000 shares of Class A common stock, $0.0001 par value, and 6,900,000 shares of Class B common stock, $0.0001 par value, issued and outstanding.

Table of Contents


PART I. FINANCIAL INFORMATION		1
Item 1. Condensed Financial Statements		1
	Condensed Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021	1
	Condensed Statements of Operations for the Three and Nine months Ended September 30, 2022 and 2021 (Unaudited)	2
	Condensed Statements of Changes in Stockholders’ Deficit for the Three and Nine months Ended September 30, 2022 and 2021 (Unaudited)	3
	Condensed Statements of Cash Flows for the Nine months Ended September 30, 2022 and 2021 (Unaudited)	4
	Notes to Condensed Financial Statements (Unaudited)	5
Item 2. Management’s Discussion and Analysis of Financial Statements		19
Item 3. Quantitative and Qualitative Disclosures About Market Risk		22
Item 4. Controls and Procedures		22

PART II. OTHER INFORMATION		23
Item 1. Legal Proceedings		23
Item 1A. Risk Factors		23
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		24
Item 3. Defaults Upon Senior Securities		25
Item 4. Mine Safety Disclosures		25
Item 5. Other Information		25
Item 6. Exhibits		26
PART III. SIGNATURES		27

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

EDIFY ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	September 30,		December 31,
	2022		2021
	(Unaudited)
ASSETS
Current assets:
Cash	$	67,944	$	67,944
Prepaid expenses		124,563		418,750
Total Current Assets		192,507		486,694

Investments held in Trust Account		277,619,893		276,026,092
TOTAL ASSETS	$	277,812,400	$	276,512,786

LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	236,448	$	317,564
Advance from related parties		825,417		135,836
Income taxes payable		204,419		—
Total Current Liabilities		1,266,284		453,400

Deferred underwriting fee payable		9,660,000		9,660,000
Warrant liabilities		972,000		9,832,800
TOTAL LIABILITIES		11,898,284		19,946,200

Commitments and Contingencies

Class A common stock subject to possible redemption $0.0001 par value; 27,600,000 shares at $10.06 and $10.00 per share redemption value as of September 30, 2022 and December 31, 2021, respectively		277,008,443		276,000,000


Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—		—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; no non-redeemable shares issued and outstanding		—		—
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 6,900,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021		690		690
Additional paid-in capital		—		—
Accumulated deficit		(11,095,017)		(19,434,104)
Total Stockholders’ Deficit		(11,094,327)		(19,433,414)
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ DEFICIT	$	277,812,400	$	276,512,786

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

EDIFY ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
General and administrative expenses	$	243,761	$	233,998	$	841,652	$	1,784,812
Loss from operations		(243,761)		(233,998)		(841,652)		(1,784,812)

Other income (expense):
Interest earned on marketable securities held in Trust Account		1,218,601		6,958		1,593,801		19,134
Change in fair value of warrant liabilities		1,222,800		1,825,200		8,860,800		11,991,600
Loss on initial issuance of private warrants – see cash flows		—		—		—		(3,158,400)
Total other income, net		2,441,401		1,832,158		10,454,601		8,852,334

Income before provision for income taxes		2,197,640		1,598,160		9,612,949		7,067,522
Provision for income taxes		(243,408)		—		(265,419)		—
Net income	$	1,954,232	$	1,598,160	$	9,347,530	$	7,067,522

Basic and diluted weighted average shares outstanding, Class A common stock		27,600,000		27,600,000		27,600,000		25,578,022

Basic and diluted net income per share, Class A common stock	$	0.06	$	0.05	$	0.27	$	0.22

Basic weighted average shares outstanding, Class B common stock		6,900,000		6,900,000		6,900,000		6,834,066

Basic net income per share, Class B common stock	$	0.06	$	0.05	$	0.27	$	0.22

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

EDIFY ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022


	Class B			Additional				Total
	Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Deficit

Balance – January 1, 2022	6,900,000	$	690	$	—	$	(19,434,104)	$	(19,433,414)

Net income	—		—		—		6,333,906		6,333,906

Balance – March 31, 2022 (unaudited)	6,900,000		690		—		(13,100,198)		(13,099,508)

Accretion for Class A common stock to redemption amount	—		—		—		(60,971)		(60,971)

Net income	—		—		—		1,059,392		1,059,392

Balance – June 30, 2022 (unaudited)	6,900,000		690		—		(12,101,777)		(12,101,087)

Accretion for Class A common stock to redemption amount

SEC Form 10-Q filed by Edify Acquisition Corp.