Electrum Special Acquisition Corporation (NASDAQ:ELEC) Files An 8-K Entry into a Material Definitive Agreement

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Electrum Special Acquisition Corporation (NASDAQ:ELEC) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01.

Entry into a Material Definitive Agreement.

On June 6, 2017, in connection with the Special Meeting of
Shareholders (the Special Meeting), Electrum Special Acquisition
Corporation (the Company) and Continental Stock Transfer Trust
Company (Continental) entered into the Trust Amendment (as
defined below), to which the date on which to commence
liquidation of the trust account (the Trust Account) established
in connection with the Companys initial public offering in the
event the Company has not consummated a business combination was
extended from June 10, 2017 to October 8, 2017. A copy of the
Trust Amendment is attached to this Current Report on Form 8-K as
Exhibit 10.1 and incorporated herein by reference.

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

On June 6, 2017, in connection with the Special Meeting, the
Company filed with the Registrar of Corporate Affairs in the
British Virgin Islands the Companys Amended and Restated
Memorandum and Articles of Association. A copy of the Amended and
Restated Memorandum and Articles of Association is attached to
this Current Report on Form 8-K as Exhibit 3.1 and incorporated
herein by reference.

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

On June 5, 2017, at the Special Meeting, the Companys
shareholders approved the following items: (i) an amendment (the
Extension Amendment) to the Companys Memorandum and Articles of
Association to extend the date by which the Company has to
consummate a business combination (the Extension) for an
additional 120 days, from June 10, 2017 to October 8, 2017 (the
Extended Date); and (ii) an amendment (the Trust Amendment) to
the investment management trust agreement, dated June 10, 2015,
by and between the Company and Continental, to extend the date on
which to commence liquidating the Trust Account in the event the
Company has not consummated a business combination by the
Extended Date. The affirmative vote of at least 65% of the
Companys shares attending the Special Meeting in person or by
proxy and voting on the Extension Amendment was required to
approve the Extension Amendment, and the affirmative vote of at
least a majority of the Companys shares attending the Special
Meeting in person or by proxy and voting on the Trust Amendment
was required to approve the Trust Amendment. The purpose of the
Extension was to allow the Company more time to complete a
business combination transaction.

Following redemptions of 3,031,985 of the Companys shares in
connection with the Extension, a total of approximately $170.7
million will remain in the Trust Account. In connection with the
Extension, the Companys sponsor has agreed to contribute to the
Company as a loan $0.025 for each public share that was not
redeemed in connection with the shareholder vote to approve the
Extension, for each calendar month, or portion thereof, that is
needed by the Company to complete a business combination (the
Contribution) by the Extended Date. The Contribution will
increase the pro rata portion of the funds available in the Trust
Account in the event of the consummation of a business
combination or a liquidation from approximately $10.05 per share
to approximately $10.15 per share, assuming the Company takes the
entire time through October 8, 2017 to complete a business
combination. The first Contribution will be deposited into the
Trust Account no later than June 17, 2017 to fund the calendar
month through July 10, 2017. If the Companys sponsor determines
not to continue extending for additional calendar months, its
obligation to make additional Contributions will terminate and
the Company will dissolve and liquidate in accordance with its
Amended and Restated Memorandum and Articles of Association.

Set forth below are the final voting results for each of the
proposals:

Extension Amendment

The Extension Amendment was approved. The voting results of the
shares of the Company were as follows:

For Against Abstentions
21,806,783 1,180,014 1,800

Trust Amendment

The Trust Amendment was approved. The voting results of the
shares of the Company were as follows:

For Against Abstentions
21,804,783 1,180,014 3,800
Item 8.01. Other Events.

On June 6, 2017, the Company issued a press release announcing
the approval of the Extension Amendment and the Trust Amendment.
A copy of the press release is attached to this Current Report on
Form 8-K as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
3.1 Amended and Restated Memorandum and Articles of Association
of Electrum Special Acquisition Corporation
10.1 Amendment No. 1 dated as of June 6, 2017, to the Investment
Management Trust Agreement, dated as of June 10, 2015, by and
between Electrum Special Acquisition Corporation and
Continental Stock Transfer Trust Company
99.1 Press release, dated June 6, 2017