EASTERLY ACQUISITION CORP. (NASDAQ:EACQ) Files An 8-K Other Events

Item 8.01 Other Events.

On June 30, 2017, the Company released recorded remarks of
management of Easterly Acquisition Corp. (the Company) and JH
Capital Group Holdings, LLC (JH Capital), made available on the
Companys website atwww.easterlyacquisition.com, regarding the
proposed business combination (the Business Combination)
contemplated by the Investment Agreement (the Investment
Agreement), dated as of June 28, 2017, by and among JH Capital,
Jacobsen Credit Holdings, LLC (Jacobsen Holdings), NJK Holding
LLC (NJK Holding), Kravetz Capital Funding LLC (KCF and,
together with NJK Holding and Jacobsen Holdings, the Founding
Members) and the Company. The file transcript of the recorded
remarks is attached as Exhibit 99.1 to this Current Report on
Form 8-K.

Additional Information About the Transaction and
Where to Find It

This Current Report on Form 8-K relates to a proposed Business
Combination and may be deemed to be solicitation material in
respect of the proposed Business Combination. The proposed
Business Combination will be submitted to the stockholders of the
Company for their approval. In connection with the stockholder
vote on the proposed Business Combination, the Company intends to
file with the U.S. Securities and Exchange Commission (SEC) a
proxy statement on Schedule 14A. This communication is not a
substitute for the proxy statement that the Company will file
with the SEC or any other documents that the Company may file
with the SEC or send to its stockholders in connection with the
proposed Business Combination. The proxy statement will contain
important information about the Company, JH Capital, the Founding
Members, the proposed Business Combination and related matters.
Investors and security holders are urged to read the proxy
statement carefully when it is available.

A copy of the definitive proxy statement when available will be
sent to all stockholders of the Company as of the record date to
be established for seeking the required stockholder approval.
Investors and stockholders will be able to obtain free copies of
the proxy statement and other documents filed with the SEC by the
Company through the web site maintained by the SEC at
www.sec.gov. In addition, investors and stockholders will be able
to obtain free copies of the proxy statement, once it is filed,
from the Company by accessing the Companys website at
www.easterlyacquisition.com. Information contained on any website
referenced in this Current Report on Form 8-K is not incorporated
by reference in this Current Report on Form 8-K.

Participants in Solicitation

The Company, JH Capital and the Founding Members, and their
respective directors and executive officers, may be deemed
participants in the solicitation of proxies of the Companys
stockholders in respect of the proposed Business Combination.
Information about the directors and executive officers of the
Company is set forth in the Companys Form 10-K for the year ended
December 31, 2016. Information about the directors and officers
of JH Capital and the Founding Members, and more detailed
information regarding the identity of all potential participants,
and their direct and indirect interests, by security holdings or
otherwise, will be set forth in the Companys proxy statement.
Investors may obtain additional information about the interests
of such participants by reading such proxy statement when it
becomes available.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking
statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended, and the Private Securities
Litigation Reform Act of 1995, known as the PSLRA.
Forward-looking statements may relate to the proposed Business
Combination, the Company, JH Capital and the Founding Members and
any other statements relating to future results, strategy and
plans of the Company, JH Capital and the Founding Members
(including certain projections and business trends, and
statements which may be identified by the use of the words plans,
expects or does not expect, estimated, is expected, budget,
scheduled, estimates, forecasts, intends, anticipates or does not
anticipate, or believes, or variations of such words and phrases
or state that certain actions, events or results may, could,
would, might, will or will be taken, occur or be achieved).
Forward-looking statements are based on the opinions and
estimates of management of the Company, JH Capital or the
Founding Members, as the case may be, as of the date such
statements are made, and they are subject to known and unknown
risks, uncertainties, assumptions and other factors that may
cause the actual results, level of activity, performance or
achievements to be materially different from those expressed or
implied by such forward-looking statements. For JH Capital, these
risks and uncertainties include, but are not limited to, its
revenues and operating performance, general economic conditions,
industry trends, legislation or regulatory requirements affecting
the business in which it is engaged, management of growth, its
business strategy and plans, fluctuations in debt purchasing,
investigations or enforcement actions by governmental
authorities; individual and class action lawsuits, the result of
future financing efforts and its dependence on key personnel. For
the Company, factors include, but are not limited to, the
successful combination of the Company with JH Capitals business,
amount of redemptions, the ability to retain key personnel and
the ability to achieve stockholder and regulatory approvals and
to successfully close the proposed Business Combination.
Additional information on these and other factors that may cause
actual results and the Companys performance to differ materially
is included in the Companys periodic reports filed with the SEC,
including but not limited to the Companys Form 10-K for the year
ended December 31, 2016 and subsequent Forms 10-Q. Copies may be
obtained by contacting the Company or the SEC. Readers are
cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. These
forward-looking statements are made only as of the date hereof,
and the Company undertakes no obligations to update or revise the
forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
law.

No Offer or Solicitation

The information in this Current Report on Form 8-K is for
informational purposes only and is neither an offer to sell or
purchase, nor the solicitation of an offer to buy or sell any
securities, nor is it a solicitation of any vote, consent, or
approval in any jurisdiction to or in connection with the
proposed transaction or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in
contravention of applicable law. No offer of securities shall be
made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act and otherwise in accordance with
applicable law.

Item 9.01. Financial Statements and Exhibits.

Easterly Acquisition Corp. Exhibit
EX-99.1 2 v470164_ex99-1.htm EXHIBIT 99.1   Exhibit 99.1          EASTERLY ACQUISITION CORP. AND JH CAPITAL GROUP HOLDINGS,…
To view the full exhibit click here
About EASTERLY ACQUISITION CORP. (NASDAQ:EACQ)

Easterly Acquisition Corp. is a blank check company. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company’s efforts to identify a target business will not be limited to a particular industry or geographic region, although it seeks to focus on companies operating in the financial services industry. The Company reviews various opportunities to enter into an initial business combination with an operating business. It focuses on capitalizing on the financial services industry to identify, acquire and operate a business within the financial services industry. It may seek to complete its initial business combination with a company or business that may be financially unstable or in its early stages of development or growth. It is not engaged in any operations. It has generated no revenues.