0001193125-24-027827.txt : 20240208 0001193125-24-027827.hdr.sgml : 20240208 20240208104855 ACCESSION NUMBER: 0001193125-24-027827 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240208 DATE AS OF CHANGE: 20240208 GROUP MEMBERS: FFI FUND LTD. GROUP MEMBERS: FYI LTD. GROUP MEMBERS: OLIFANT FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Edify Acquisition Corp. CENTRAL INDEX KEY: 0001832765 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-92042 FILM NUMBER: 24607530 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2126032818 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10106 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bracebridge Capital, LLC CENTRAL INDEX KEY: 0001426486 ORGANIZATION NAME: IRS NUMBER: 043344637 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 888 BOYLSTON STREET STREET 2: SUITE 1500 CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 617-497-3500 MAIL ADDRESS: STREET 1: 888 BOYLSTON STREET STREET 2: SUITE 1500 CITY: BOSTON STATE: MA ZIP: 02199 SC 13G/A 1 d613889dsc13ga.htm SC 13G/A SC 13G/A
CUSIP No. 28059Q103    Schedule 13G/A   

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

EDIFY ACQUISITION CORP.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

28059Q103

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 28059Q103    Schedule 13G/A   

 

 (1)   

 Names of reporting persons

 

 FFI Fund Ltd.

 (2)  

 Check the appropriate box if a member of a group (see instructions)

 (a) ☐  (b) ☒

 

 (3)  

 SEC use only

 

 (4)  

 Citizenship or place of organization

 

 Cayman Islands

Number of

shares  beneficially 

owned by

each

reporting

person

with:

    (5)   

 Sole voting power

 

   (6)  

 Shared voting power

 

 0(1)

   (7)  

 Sole dispositive power

 

   (8)  

 Shared dispositive power

 

 0(1)

 (9)   

 Aggregate amount beneficially owned by each reporting person

 

 0(1)

(10)  

 Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

(11)  

 Percent of class represented by amount in Row (9)

 

 0%

(12)  

 Type of reporting person (see instructions)

 

 OO

 

(1)

The reported securities do not include 250,000 redeemable warrants (the “Redeemable Warrants”). The Redeemable Warrants have an exercise price of $11.50 per share of Common Stock. The Redeemable Warrants are not currently exercisable and become exercisable 30 days after the Issuer’s initial business combination, provided that certain additional conditions are met. The Redeemable Warrants will expire five years after the completion of the Issuer’s initial business combination. The number of shares of Common Stock reported as beneficially owned by the Reporting Person does not include shares of Common Stock issuable upon exercise of the Redeemable Warrants.

CUSIP No. 28059Q103    Schedule 13G/A   

 

 (1)   

 Names of reporting persons

 

 FYI Ltd.

 (2)  

 Check the appropriate box if a member of a group (see instructions)

 (a) ☐  (b) ☒

 

 (3)  

 SEC use only

 

 (4)  

 Citizenship or place of organization

 

 Cayman Islands

Number of

shares  beneficially 

owned by

each

reporting

person

with:

    (5)   

 Sole voting power

 

   (6)  

 Shared voting power

 

 0(1)

   (7)  

 Sole dispositive power

 

   (8)  

 Shared dispositive power

 

 0(1)

 (9)   

 Aggregate amount beneficially owned by each reporting person

 

 0(1)

(10)  

 Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

(11)  

 Percent of class represented by amount in Row (9)

 

 0%

(12)  

 Type of reporting person (see instructions)

 

 OO

 

(1)

The reported securities do not include 250,000 Redeemable Warrants. The Redeemable Warrants have an exercise price of $11.50 per share of Common Stock. The Redeemable Warrants are not currently exercisable and become exercisable 30 days after the Issuer’s initial business combination, provided that certain additional conditions are met. The Redeemable Warrants will expire five years after the completion of the Issuer’s initial business combination. The number of shares of Common Stock reported as beneficially owned by the Reporting Person does not include shares of Common Stock issuable upon exercise of the Redeemable Warrants.

CUSIP No. 28059Q103    Schedule 13G/A   

 

 (1)   

 Names of reporting persons

 

 Olifant Fund, Ltd.

 (2)  

 Check the appropriate box if a member of a group (see instructions)

 (a) ☐  (b) ☒

 

 (3)  

 SEC use only

 

 (4)  

 Citizenship or place of organization

 

 Cayman Islands

Number of

shares  beneficially 

owned by

each

reporting

person

with:

    (5)   

 Sole voting power

 

   (6)  

 Shared voting power

 

 0(1)

   (7)  

 Sole dispositive power

 

   (8)  

 Shared dispositive power

 

 0(1)

 (9)   

 Aggregate amount beneficially owned by each reporting person

 

 0(1)

(10)  

 Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

(11)  

 Percent of class represented by amount in Row (9)

 

 0%

(12)  

 Type of reporting person (see instructions)

 

 OO

 

(1)

The reported securities do not include 250,000 Redeemable Warrants. The Redeemable Warrants have an exercise price of $11.50 per share of Common Stock. The Redeemable Warrants are not currently exercisable and become exercisable 30 days after the Issuer’s initial business combination, provided that certain additional conditions are met. The Redeemable Warrants will expire five years after the completion of the Issuer’s initial business combination. The number of shares of Common Stock reported as beneficially owned by the Reporting Person does not include shares of Common Stock issuable upon exercise of the Redeemable Warrants.

CUSIP No. 28059Q103    Schedule 13G/A   

 

 (1)   

 Names of reporting persons

 

 Bracebridge Capital, LLC

 (2)  

 Check the appropriate box if a member of a group (see instructions)

 (a) ☐  (b) ☒

 

 (3)  

 SEC use only

 

 (4)  

 Citizenship or place of organization

 

 Delaware

Number of

shares  beneficially 

owned by

each

reporting

person

with:

    (5)   

 Sole voting power

 

   (6)  

 Shared voting power

 

 0(1)

   (7)  

 Sole dispositive power

 

   (8)  

 Shared dispositive power

 

 0(1)

 (9)   

 Aggregate amount beneficially owned by each reporting person

 

 0(1)

(10)  

 Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

(11)  

 Percent of class represented by amount in Row (9)

 

 0%

(12)  

 Type of reporting person (see instructions)

 

 OO, IA

 

(1)

The reported securities do not include 250,000 Redeemable Warrants. The Redeemable Warrants have an exercise price of $11.50 per share of Common Stock. The Redeemable Warrants are not currently exercisable and become exercisable 30 days after the Issuer’s initial business combination, provided that certain additional conditions are met. The Redeemable Warrants will expire five years after the completion of the Issuer’s initial business combination. The number of shares of Common Stock reported as beneficially owned by the Reporting Person does not include shares of Common Stock issuable upon exercise of the Redeemable Warrants.

CUSIP No. 28059Q103    Schedule 13G/A   

 

Reference is hereby made to the statement on Schedule 13G filed with the Securities and Exchange Commission by the Reporting Persons with respect to the Common Stock of the Issuer on June 14, 2023 (the “Schedule 13G”). Terms defined in the Schedule 13G are used herein as so defined.

The following items of the Schedule 13G are hereby amended and restated as follows:

Item 4. Ownership:

(a). Amount beneficially owned:

The Reporting Persons own 250,000 redeemable warrants (the “Redeemable Warrants”). The Redeemable Warrants have an exercise price of $11.50 per share of Common Stock. The Redeemable Warrants are not currently exercisable and become exercisable 30 days after the Issuer’s initial business combination, provided that certain additional conditions are met. The Redeemable Warrants will expire five years after the completion of the Issuer’s initial business combination. The number of shares of Common Stock reported as beneficially owned by the Reporting Persons does not include shares of Common Stock issuable upon exercise of the Redeemable Warrants. The Reporting Persons do not beneficially own any shares of Common Stock.

(b). Percent of class:

The Reporting Persons do not beneficially own any shares of Common Stock.

(c). Number of shares of Common Stock as to which such person has:

The Reporting Persons do not beneficially own any shares of Common Stock.

CUSIP No. 28059Q103    Schedule 13G/A   

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 8, 2024

 

BRACEBRIDGE CAPITAL, LLC
By:   /s/ John N. Spinney, Jr.
Name:   John N. Spinney, Jr.
Title:   Authorized Signatory
FFI FUND LTD.
By:   /s/ John N. Spinney, Jr.
Name:   John N. Spinney, Jr.
Title:   Authorized Signatory
FYI LTD.
By:   /s/ John N. Spinney, Jr.
Name:   John N. Spinney, Jr.
Title:   Authorized Signatory
OLIFANT FUND, LTD.
By:   /s/ John N. Spinney, Jr.
Name:   John N. Spinney, Jr.
Title:   Authorized Signatory