Initial Statement of Beneficial Ownership (3)
14 Junho 2023 - 8:20PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Bracebridge Capital, LLC |
2. Date of Event Requiring Statement (MM/DD/YYYY)
12/21/2022
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3. Issuer Name and Ticker or Trading Symbol
Edify Acquisition Corp. [EAC]
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(Last)
(First)
(Middle)
888 BOYLSTON STREET, 15TH FLOOR, |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Street)
BOSTON, MA 02199
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Common Stock | 500000 (1) | I | See footnotes (2)(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Redeemable Warrants | (1) | (1) | Class A Common Stock | 250000 | (1) | I | See footnotes (2)(3) |
| Explanation of Responses: |
| (1) | The reported securities are included within 500,000 units issued by the Issuer on January 20, 2021 (the "Units"). Each Unit consists of one share of the Issuer's Class A common stock, $0.0001 par value (the "Common Stock"), and one-half of one redeemable warrant (the "Redeemable Warrants"). The Redeemable Warrants have an exercise price of $11.50 per share of Common Stock. The Redeemable Warrants 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. |
| (2) | The Units are owned directly as follows: (i) 365,000 are owned directly by FFI Fund Ltd. ("FFI"), (ii) 70,000 are owned directly by FYI Ltd. ("FYI"), and (iii) 65,000 are owned directly by Olifant Fund, Ltd. (together with FFI and FYI, the "Bracebridge Funds"). Bracebridge Capital, LLC (the "Investment Manager") is the investment manager of each of the Bracebridge Funds, and has the authority to vote and dispose of all of the securities reflected herein. |
| (3) | Each of the Bracebridge Funds and the Investment Manager disclaims beneficial ownership of the shares of Common Stock except to the extent of any pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the shares of Common Stock reported herein for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Bracebridge Capital, LLC
888 BOYLSTON STREET, 15TH FLOOR
BOSTON, MA 02199 |
| X |
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FFI FUND LTD
C/O BRACEBRIDGE CAPITAL, LLC
888 BOYLSTON STREET, 15TH FLOOR
BOSTON, MA 02199 |
| X |
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FYI Ltd
C/O BRACEBRIDGE CAPITAL, LLC
888 BOYLSTON STREET, 15TH FLOOR
BOSTON, MA 02199 |
| X |
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Olifant Fund, Ltd.
C/O BRACEBRIDGE CAPITAL, LLC
888 BOYLSTON STREET, 15TH FLOOR
BOSTON, MA 02199 |
| X |
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Signatures
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| /s/ FFI Fund Ltd., By John N. Spinney, Jr., Authorized Representative | | 6/14/2023 |
| **Signature of Reporting Person | Date |
| /s/ FYI Ltd., By John N. Spinney, Jr., Authorized Representative | | 6/14/2023 |
| **Signature of Reporting Person | Date |
| /s/ Olifant Fund, Ltd., By John N. Spinney, Jr., Authorized Representative | | 6/14/2023 |
| **Signature of Reporting Person | Date |
| /s/ Bracebridge Capital, LLC, By John N. Spinney, Jr., Authorized Representative | | 6/14/2023 |
| **Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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