Folks should know by now that the public filings prove the truth. EAC is going to be delisted from Nasdaq. They had until October 3 to meet the compliance deadline and failed. Just a matter of time.
EAC kicked the can on the merger down the road again. Filing is there for anyone to read.
EAC filed yet another registration statement with another special meeting upcoming which will lead to even more redemptions. Colbeck converted 6.9m Class B shares to Class A shares to massively dilute EAC. No one follows or cares about that SPAC so the price remains unchanged above $10/share. Anyone who reads the EAC financials knows the true value of EAC is way less based on the money actually held in trust and the correct number of outstanding shares.
"On July 20, 2023, Edify made a cash contribution of $225,000 to the trust account for the Initial Extension. In addition, the stockholders elected to redeem an aggregate of 697,235 shares of Edify’s Class A common stock in connection with the Second Charter Amendment. As a result, an aggregate of $7,488,538.44 (or approximately $10.74 per share) was removed from the trust account to pay such stockholders and 990,429 shares of Edify’s Class A common stock were then issued and outstanding following such redemption. As of [•], 2023, there was approximately $[•] held in the trust account."
The sharp downturn in UNQL revenues and business forecasts was also addressed in the EAC registration statement for anyone to read:
"In connection with its consideration of the Transactions, Unique Logistics provided the Original Projections, which included its internally prepared projections for the fiscal years ending May 31, 2023 and May 31, 2024, in connection with Edify’s evaluation of Unique Logistics. Unique Logistics believed that the forecasts and assumptions described above were reasonable at the time the Original Projections were prepared, given the information Unique Logistics had at that time and its business strategy and performance trends at such time. However, since the signing of the Merger Agreement in December 2022, certain unanticipated factors have arisen with the passage of time that have impacted Unique Logistics’ actual results to date in calendar 2023 and that are expected to continue to affect Unique Logistics’ results going forward. Those factors include (i) sharp decreases in market prices for ocean and air freight and (ii) decreases in freight market volumes due to the economic slowdown and an increase in customer inventories. As a result, Unique Logistics prepared new projections, as set forth under “— The Updated Projections” below, to reflect the adjusted assumptions and expectations of Unique Logistics’ management regarding Unique Logistics for the years ending May 31, 2023 and May 31, 2024. Accordingly, the Original Projections do not reflect Unique Logistics’ management’s view on future performance, and we caution you not to place undue reliance on the Original Projections in making a decision regarding the Transactions."
Anyone can read the updated projections:
"Updated Revenue Projections. Unique Logistics’ management decreased total revenue projections for 2024 by $370 million, from $791 million in the Original Projections to $421 million in the Updated Projections, mainly attributable to a decrease in spot rates for ocean and air freight. This decline is primarily due to an excess of shipping capacity and customer inventory overhang from the supply chain disruptions resulting from the COVID-19 pandemic."
"Updated Gross Profit Projections. Unique Logistics’ management decreased its gross profit projections for 2024 by $19 million, from $86 million in the Original Projections to $67 million in the Updated Projections. These adjustments were driven primarily by the lower shipping volume described above with respect to revenue."
"Updated Adjusted EBITDA Projections. Unique Logistics’ management decreased its Adjusted EBITDA projections for 2024 by $19 million, from $49 million in the Original Projections to $30 million in the Updated Projections. These adjustments were driven primarily by the factors described above, which decreased projected revenue and gross profit."
When this type of public information is provided, it really should be no surprise that UNQL reported a dismal Q1 with negative net profits and even negative adjusted EBITDA. The numbers don't lie......just folks who don't read the financials.
