EASTERLY ACQUISITION CORP. (NASDAQ:EACQ) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

On August 1, 2017, in connection with the Annual Meeting of Stockholders held on August 1, 2017 (the “Annual Meeting”), Easterly Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Continental”) entered into Amendment No. 1 to the Amended and Restated Trust Agreement, dated as of October 13, 2015, by and between the Company and Continental (the “Trust Agreement”), to which the date on which to commence liquidating the trust account (the “Trust Account”) established in connection with the Company’s initial public offering in the event the Company has not consummated a business combination was extended from August 4, 2017 (the “Current Termination Date”) to December 15, 2017 (the “Extended Termination Date”). 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.

On August 1, 2017, in connection with the Annual Meeting, the Company filed with the Secretary of State of the State of Delaware an amendment (the “Charter Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”), to which (a) the date on which Company has to consummate a business combination was extended from the Current Termination Date to the Extended Termination Date, (b) the term of office of the Company’s directors was changed from two years to one year, and (c) the provision with respect to removal of directors was changed to permit removal with or without cause by the affirmative vote of a majority of the Company’s stockholders. A copy of the Charter Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.

At the Annual Meeting, the Company’s stockholders considered the following proposals:

1. A proposal to approve and adopt the Charter Amendment to the Charter to (a) extend the date by which the Company has to consummate a business combination (the “Extension”) for an additional 133 days from the Current Termination Date to the Extended Termination Date, (b) change the term of office of the Company’s directors from two years to one year to conform with Delaware law, and (c) change the provision with respect to removal of directors to permit removal with or without cause by the affirmative vote of a majority of the Company’s stockholders to conform with Delaware law. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:

In connection with this vote, the holders of 4,289,791 shares of the Company’s common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.02 per share, for an aggregate redemption amount of approximately $42.983 million, in connection with the Extension.

The information included in Item 5.03 is incorporated by reference in this item to the extent required herein.

2. A proposal to amend the Trust Agreement to extend the date on which to commence liquidating the Trust Account by the Extended Termination Date. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:

The information included in Item 1.01 is incorporated by reference in this item to the extent required herein.

3. A proposal to elect Darrell W. Crate, Avshalom Kalichstein, James Hauslein, David Knowlton and Thomas Purcell to the Company’s board of directors until the next annual meeting of stockholders, until his successor is elected or appointed, or until his earlier death, resignation or removal. The following is a tabulation of the votes with respect to the directors elected at the Annual Meeting:

On August 2, 2017, the Company issued a press release announcing the approval of the Charter 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.

Easterly Acquisition Corp. Exhibit
EX-3.1 2 v472123_ex3-1.htm EXHIBIT 3.1   Exhibit 3.1   AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EASTERLY ACQUISITION CORP.   August 1,…
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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.