Item 1.01 Entry into a Material Definitive Agreement.

The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01 to the extent required herein. As approved by its stockholders at the Special Meeting (defined below), Edify Acquisition Corp. ("EAC") and Continental Stock Transfer & Trust Company entered into an amendment, dated December 22, 2022, to the Investment Management Trust Agreement, dated January 14, 2021, by and between Continental Stock Transfer & Trust Company and EAC (the "IMTA Amendment"). A copy of the IMTA Amendment is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws? Change in Fiscal Year.

The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03 to the extent required herein. As approved by its stockholders at the Special Meeting, the Company filed a certificate of amendment to its amended and restated certificate of incorporation (the "Charter Amendment") which became effective upon filing. The Charter Amendment changed the date by which EAC must consummate an initial business combination from January 20, 2023 to April 20, 2023. A copy of the Charter Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

Item 5.07. Submissions of Matters to a Vote of Security Holders.

On December 21, 2022, EAC held a special meeting of stockholders (the "Special Meeting"). On December 6, 2022, the record date for the Special Meeting, there were 34,500,000 issued and outstanding shares of EAC's common stock (the "Common Stock") entitled to vote at the Special Meeting, 82.84% of which were represented in person or by proxy.

The final results for each of the matters submitted to a vote of EAC's stockholders at the Special Meeting are as follows:





Matters Voted On                                              For       Against   Abstain

Proposal to amend the Company's Amended and Restated Certificate of Incorporation to allow the Company to extend the date by which the Company must consummate a business combination from January 20, 2023 (the date that is 24 months from the closing date of the Company's initial public offering of units (the "IPO")) to April 20, 2023 (the date that is 27 months from the closing date of the IPO) (the "Amended Date") and on a monthly basis up to three times from the Amended Date to July 20, 2023 (the date that is 30 months from the closing date of the IPO).

                                          27,992,407   587,716         0

Proposal amend the Investment Management Trust Agreement, dated January 14, 2021, by and between the Company and Continental Stock Transfer & Trust Company (the "Trustee"), to allow the Company to (A) extend the date on which the Trustee must liquidate the trust account established by the Company in connection with the IPO if the Company has not completed its initial business combination from January 20, 2023 (the date that is 24 months from the closing date of the IPO) to April 20, 2023 (the date that is 27 months from the closing date of the IPO) by depositing the lesser of (a) $225,000 and (b) $0.15 into the trust account for each public share that has not been redeemed in accordance with the terms of the Company's charter for such three month extension, and (B) further extend the Combination Period on a monthly basis up to three times from the Amended Date to July 20, 2023 (the date that is 30 months from the closing date of the IPO) by depositing the lesser of (a) $75,000 and (b) $0.05 into the trust account for each public share that has not been redeemed in accordance with the terms of the Company's charter for each subsequent one-month extension.

                   27,992,408   587,715         0

Each of the proposals described above was approved by EAC's stockholders. EAC's stockholders elected to redeem an aggregate 25,912,336 shares of Common Stock in connection with the Special Meeting.





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Item 9.01. Financial Statements and Exhibits





(c) Exhibits:



Exhibit No.   Description
3.1             Certificate of Amendment, dated December 22, 2022, to Amended and
              Restated Certificate of Incorporation of EAC
10.1            Amendment to the Investment Management Trust Agreement, dated December
              22, 2022, by and between EAC and Continental Stock Transfer & Trust
              Company.
104           Cover Page Interactive Data File (formatted as Inline XBRL and contained
              in Exhibit 101)




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