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The merger is not a "done deal" since EAC is clearly asking its shareholders to VOTE in favor of the deal. Reading is good:
At the special meeting, Edify stockholders will be asked to consider and vote upon:
(1) Proposal No. 1 — a proposal to (a) approve the business combination described in the accompanying proxy statement/consent solicitation statement/prospectus, including adopting the Merger Agreement and (b) approve the other transactions contemplated by the Merger Agreement and related agreements described in the accompanying proxy statement/consent solicitation statement/prospectus — we refer to this proposal as the “Merger proposal”;
(2) Proposal No. 2 — a proposal to approve and adopt the second amended and restated certificate of incorporation of Edify in the form attached hereto as Annex B (the “second amended and restated certificate of incorporation”) — we refer to this proposal as the “charter proposal”;
(3) Proposal No. 3 — a proposal to approve, on a non-binding advisory basis, certain governance provisions in the second amended and restated certificate of incorporation, presented separately in accordance with guidance from the staff of the United States Securities and Exchange Commission (“SEC”) — we refer to this proposal as the “governance proposal”;
(4) Proposal No. 4 — a proposal to approve and adopt the Unique Logistics International Holdings, Inc. 2023 Equity Incentive Plan (the “Incentive Plan”), and the material terms thereof, including the authorization of the initial share reserve thereunder — we refer to this proposal as the “incentive plan proposal.” A copy of the Incentive Plan is attached to the accompanying proxy statement/consent solicitation statement/prospectus as Annex G;
(5) Proposal No. 5 — a proposal to elect [_] directors to serve on the Combined Company’s board of directors effective as of the closing of the Transactions in accordance with the Merger Agreement — we refer to this proposal as the “director election proposal”;
(6) Proposal No. 6 — a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(a) and (b), the issuance of more than 20% of the issued and outstanding Edify’s Class A common stock and the resulting change in control in connection with the Transactions — we refer to this proposal as the “Nasdaq proposal”;
(7) Proposal No. 7 — a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Merger proposal, the charter proposal, the governance proposal, the incentive plan proposal, the director election proposal or the Nasdaq proposal — we refer to this proposal as the “adjournment proposal.”
Each of these proposals is more fully described in the accompanying proxy statement/consent solicitation statement/prospectus, which we encourage you to read carefully and in its entirety before voting. Only holders of record of Edify’s common stock at the close of business on [•], 2023 are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements thereof.
After careful consideration, the Edify Board has determined that the Merger proposal, the charter proposal, the governance proposal, the incentive plan proposal, the director election proposal, the Nasdaq proposal and the adjournment proposal are fair to and in the best interests of Edify and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the Merger proposal, “FOR” the charter proposal, “FOR” the governance proposal, “FOR” the incentive plan proposal, “FOR” each of the directors proposed for election, “FOR” the Nasdaq proposal and “FOR” the adjournment proposal, if presented. When you consider the Edify Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Transactions that are different from, or in addition to, the interests of Edify stockholders generally. Please see the section titled “Proposal No. 1 — The Merger Proposal — Interests of Certain Persons in the Merger” for additional information. The Edify Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the Edify stockholders that they vote in favor of the proposals presented at the special meeting.
An important thing to consider on the OTC. When a stock with low volume starts swinging between 0.0106 and 0.0127 that is a 20% spread. Factor in the new surge of social media "buzz" about this "no-brainer" stock virtually "guaranteed" to double or triple in price. Either a handful of folks "know something" and are smarter than the entire market.....or.....???????
BTW, if anyone took the time to read the prospectus filed last week, there was a very clear proposal set for a vote for EAC to issue more stock in order to remain NASDAQ compliant, with an even clearer statement from the company that the new stock will dilute both EAC and UNQL shareholders. Reading is good!
When the EAC merger was announced back in December 2022, EAC was (and continues to be) trading around $10/share. That is because EAC is a blank check company that raised $280m with the typical SPAC pricing of $10/share.
The merger agreement and subsequent reports from the company state UNQL shareholders will get shares of EAC worth 3 cents a share. That means (hypothetically) a UNQL shareholder would receive 1 EAC share for 1 UNQL share if the shares were exchanged at $10/share. In reality, UNQL shareholders are only going to get a very small fraction of an EAC share for each UNQL share. It equals 3 cents of a $10 share. The exchange rate is 0.003 (the formula is .03 divided by 10 equals 0.003). If someone has 1 million UNQL shares, they will be exchanged to 3,000 EAC shares.
When this deal was made in December 2022, UNQL was trading near 3 cents a share. At that time, 1 million UNQL shares were worth $30,000. When you take 3,000 EAC shares and multiply by $10/share which is around the current EAC trading price, that also gets you $30,000.
The big "zip code changer" question with the EAC/UNQL merger is this......Will the new UNQL after the merger trade at $10/share to maintain that $30,000 value? Everyone can make their own decisions. Good Luck!!
Likely because the strike price on warrants is $11.50 and the chances of EAC/UNQL trading over $11.50 are 1 in 1,0000000000000000000000000000000000000000000......... Literally throwing money away, but everyone has a hobby I suppose.
Been silent for over a month and new all time lows still being set. Can't blame me....oh wait....
For all those who asked about the share exchange rate with the Edify merger, and if all the 8.7 billion converted preferred shares will be part of the merger, Ray just confirmed it with the PR:
If anything, UNQL is consistent with their smoke and mirrors, tricky reporting. They provided 3 and 9-month revenues for the combined US and Asian offices. But, not for 2022/2023, which would accurately account for the present fiscal year. Nope, they threw in 2021/2022 with the pumped up Covid revenues. Why the lack of current transparency? Well, at least we can see what Asia would have added last year. I guess deduct by 90% to account for the decreased prices/revenues this year.
9 months ended Feb 28, 2022 combined:
1,040,963,776
845,638,444 (US alone)
195,325,332 (what Asia would have added. That's it folks. Less than $200m for 9 months during the Covid boom)
3 months ended Feb 28, 2022 combined:
339,213,905
250,435,895 (US alone)
88,778,010 (Asia addition. It makes sense now why UNQL won't post Asia's 2023 revenues!)
And they paid $28m. Clown Show and the Asian owners laughed all the way to the bank.......
Not enough lipstick in the world for this pig. $360 enterprise value???? It is DEFINITELY 4/20 today LOL
Reality Check:
I wish I was a little bit taller
Wish I was a baller
Wish I didn't by shit stock hoping for a dollar
AF BALLER!!
Always Frowning?
Almost Fortunate?
Angry Fella?
Anemic Finances?
Arrogant F+=<
One can only guess
Bagholder since 2021, and angry with all the wrong people. Apparently lacks a mirror.
I wish I could buy put options on late UNQL filings:
https://www.otcmarkets.com/filing/html?id=16565560&guid=lVm-keWSJ-BEh3h
No volume today. The one-man market is on his boat.....
Maybe start an MFH55 Board so you can spend all day, everyday posting about how amazing you are. And folks can fawn over you and give you compliments and praise you all day. I'll start. You are so wonderful! An amazing investor and trader. I adore you! Idolize you! I wish I was you! Wow!!! Please start your Board so there will be no TOS violations as we talk about you, you, you, you, you
........
There were a few voices of reason back then, trying to tell the truth about UNQL for soooooo long. Echo....echo.....
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=165717165
Sadly, more and more dilution and a net loss the next year, and now over $20m in fresh debt brought UNQL down to this sub-penny sub $10m market cap. But hey, nowhere to go from here but up, right???
Happy Friday Everyone! UNQL.....where dreams are fulfilled.....or crushed!!
Maybe all the posts about trades and gains on the interwebs might be a bit fabricated? Just a thought. Hopefully UNQL can creep back up to 2 whole pennies again.
Baggage handlers at O'Hare in Chicago were sure to be millionaires on UNQL and all the pandemic freight volume. Hundreds of thousands of dollars were invested. I'm personally amazed how much baggage handlers make in Chicago. Unions, I suppose. That's a lot of spare cash to invest in a stinky pinky like UNQL.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=165696671
Seven months after that 38 cent high, and UNQL still had true believers adding and adding 100s of thousands, as she fell to 4 cents. Adding, adding, adding. Millions of shares would be worth millions of dollars once UNQL hit $1 and higher!
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=165840829
Literally, relentless buying of UNQL. No selling, just buying and accumuling. The heavy investment into a gem like UNQL will surely be rewarded! 4 pennies was nothing compared to the dollas on the horizon!
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=165489967
Buying, buying, buying UNQL with no selling in sight. It was surely going to dollas!
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=165039819
It was crazy UNQL buying! Almost like an unlimited supply of cash laying around to invest in a stinky pinky. Over and over, buying that falling knife.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=164427143
Just sooooo much buying of UNQL!
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=164452458
I remember when there were fair value predictions for UNQL at $1.75 and even $4/share, even as it dipped down further to 6 cents. And there were continued posts of buying and holding more and more of the falling knife.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=164452400
As UNQL dropped farther into the abyss at 13 cents, there are tales of averaging down from that top 38 cents with a million shares. That was some serious commitment into what turned out to be a massively dilutive stock scam like UNQL. If the average price was (conservatively) 0.25, then 1m shares carried a cost of $250,000. I'll say, it takes some huge cojones to invest $250k into a stinky pinky that had dropped from 38 to 13 cents. Huge cojones. Wonder how it worked out? Hint....UNQL dropped to sub-penny.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=163371501
There was still serious consistent buying of UNQL months later as it dropped to 21 cents, and the public still hadn't figured out the stock scam and massive dilution coming from April 2021 through October 2022. In retrospect, it was so obvious, and it's weird how so many bragged about buying more and more crappy UNQL stock.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=163160364
Meaningful DD about UNQL is always helpful to folks here. The history of the company as a public stock is not good since that 38 cent peak. It's been a downward bloodbath ever since, and hopefully folks were able to make smart decisions as UNQL went lower and lower.
Sometimes, you need to be very careful about what gets posted on social media, especially "winning" all the time on a stinky pinky that went from 38 cents to sub-penny.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=161939795
IMHO this is just the same musical chairs trading based on nothing but the whims of the market makers. They are likely shorting those big tranches at the top, and then covering with the bottom feeders. It's been the same song for a year now, and if that EAC deal closes, the music stops. EAC finally filed their late 10K yesterday. Here it is:
https://www.otcmarkets.com/filing/html?id=16556530&guid=PQm-kWYbd7Dhh3h
Some interesting nuggets:
On the bright side, the EAC merger is probably dead, which would mean no massive 8.8 billion preferred shares conversion all at once. Otherwise, EAC will do the unprecedented. Merge with a target company already public on the OTC, just to stay on the stinky pinkies without an uplist. Only UNQL could pull something so absurd.
As usual, the lawyers and bankers are getting paid for all this expert consulting and advice. Unbelievable!
The Clown Show continues. EAC just filed another delisting notice from Nasdaq. This time because the "Company’s Minimum Market Value of Listed Securities (“MVLS”) was less than $35.0 million, which does not meet the requirement for continued listing on The Nasdaq Capital Market, as required by Nasdaq Listing Rule 5550(b)(2) (the “MVLS Rule”)."
Looks like the Nasdaq dream is over. UNQL market value is nowhere near $35m in reality. Just in the fantasy land of the interwebs. Here's the filing:
https://www.otcmarkets.com/filing/html?id=16548293&guid=H2m-kHOfTrNeJth
UNQL is simply a middleman broker company that inexplicably took on massive debt at 15%+ interest to do nothing more than "buy" itself. Has anyone actually LOOKED at the purchase price/value for each of the Asian Offices:
1. India: 8 office locations. Total price/value $1.5m. That's it. And CEO Ray is paying himself $500k of that for his personal ownership interest.
2. North/East China: $4.5
3. South China: $9.2m
4. Hong Kong: $2.3m
5. England: $2m
6. Taiwan: $2m
7. Vietnam: $1m
That's $22.5m in very real cash to payout the Asian Offices owners. That old unique logistics international website is now vanished from the internet.
This company will have no net profits for years because of this massive debt. They pay huge interest annually on the TBK credit facility already, plus new huge principal and interest on $26m in cold hard cash (additional "performance" markers already reached and on the books) to the Asian Offices folks. There's a reason why the stock price and market cap keep falling. This company, currently, is only solvent on bank loans. Hopefully the actual profits, if any, for those Asian Offices "acquisitions" are filed soon. Next 10Q is less than 2 weeks away.
EAC still hasn't filed the annual report that was due Friday. They know the trading sites will amend the OS and market cap with only 1.7m shares left that were fully paid for at $10/share, plus Colbeck's 6.9m that were NOT purchased for $69m, but only $25,000 in reality.
The very true and real market cap for EAC should be the very real $17m in trust ÷ those 8.6m OS = $1.98/share. But don't forget the $9.6 owed to the underwriters the day the deal closes.....so actually, $7.4m in trust ÷ 8.6m OS = $0.86/share. But there will still be more fees to be paid from the trust. It's a disaster in the making for any current shareholders of either stock.
Makes perfect sense why EAC isn't filing the annual report.
Your 008 may hit soon. Then it's Bond, James Bond LOL
It's such a gamble right now, and I admittedly do not have the cojones to play due to the risk/reward imbalance. It actually feels like a quick pop up from 0.01 could be in the cards. And if it gets close to 2 pennies, that's close to doubling your money. But......
The risk is the merger closing and losing nearly 95% in the blink of an eye.
5m shares at a penny costs $50k. If it shoots up to .02, that's a $50k profit. But, at the 0.0029 exchange rate, 5m shares become 14,500 shares. With 35m new OS and same $8m market cap, that's a new share price of 23 cents. That $50k would become $3,335 or thereabouts. Ouch! (Oh wait, there are those who swear it will trade above $10......)
Good luck to the gamblers! We will likely hear how smart they were.....after the fact.....
Good to hear from you, and I agree that UNQL has been a lesson for many. There is so much corruption on the OTC and bad actors find each other to work the system.
EAC started as a noble higher education SPAC, but ended up with this UNQL stock scam instead. Even EAC now is missing basic deadlines by getting the delist notice from Nasdaq and now missing the annual report deadline Friday. It's as if the adults left the room, and only one or two shady characters are going to keep the charade going with UNQL.
I truly am happy you got out. Take care and good fortune to you!
Liquidation still ongoing
All the smart UNQL followers who pay attention should be safe and sound. Enjoy the weekend.
So funny! Well I sold a googlezillion UNQL shares today and made amazonillion dollas!! This is the interwebs so ya know it's true....LOL
Ummmm, are you too full from yesterday? No scalps today? Strange
Facts prevail again. Trading is controlled by one fella in Texas, and his broker alone.
Fascinating all the dining and scalping this morning....oh, wait....
I wonder if word was given to the exchanges that these will convert to EAC tonight for trading on Nasdaq tomorrow? Could be an 8K after hours. Because this is strange.
Q3 is due in 2 weeks. The quarter ended 2/28. The Asian Offices deal closed 2/21, so the $3.5m they initially paid in cash will be wiped off the books from any net profit. Keep in mind the reality (not internet misinformation) that whatever additional "profit" they had after 2/28 went to pay the first $4.5m that was due on 3/7. Another $5m is due next Friday, so it's fair to assume the Colbeck loan will be tapped, if it hasn't been already. Interest has already been accruing at 15% for the Asian Offices notes, which will become even higher interest once the Colbeck money is borrowed. Much of this won't be reflected on the quarterly report for the period ended 2/28, unless the company discloses in the Subsequent Events section. Nevertheless, those who read the filings and understand all the promissory notes and due dates will understand the true, full picture. Massive debt, no profits for a good long while with this repayment schedule:
$4.5m note due 3/7/23
$5m note due 4/7/23
$5m note due 6/30/23
$2m note due 7/15/23
$1m note due 7/15/23
$2.5m note due 6/30/23
$2m note due 2/21/24
$500k note due 2/21/25
Add them up. $22.5m in notes executed AND due to be repaid "in cash" by those due dates. That's in addition to the $3.5m cash already paid at closing last month. The purchase price (so far) is $26m. There's still one more potential milestone on 5/31 if EBITDA is over $5m.
It will be interesting to see if the Asian Offices financials make it into the quarterly report. Whether they have any net profits is still a mystery. Only revenues and EBITDA were mentioned in the PR. Wonder why???
On second thought, 666,666 might be too rich. Maybe 66,666? Or 6,666? It's so easy to just prove it.
Totally relaxed. My thought and opinion is right back down tomorrow after this same after hours and pre-market head fake. Like sitting in a nice hot sauna relaxed.