EASTERLY ACQUISITION CORP. (NASDAQ:EACQ) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On December 14, 2017, in connection with the Special Meeting of Stockholders held on December 14, 2017 (the “Special Meeting”), Easterly Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Continental”) entered into Amendment No. 2 to the Amended and Restated Investment Management Trust Agreement, dated as of October 13, 2015, as amended by Amendment No. 1 dated August 1, 2017, 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 December 15, 2017 (the “Current Termination Date”) to March 31, 2018 (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.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws |
On December 14, 2017, in connection with the Special 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 the date on which the Company has to consummate a business combination was extended from the Current Termination Date to the Extended Termination Date. 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.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Special Meeting, the Company’s stockholders considered the following proposals:
1. A proposal to approve and adopt the Charter Amendment to the Charter to extend the date by which the Company has to consummate a business combination (the “Extension”) for an additional 106 days from the Current Termination Date to 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:
| For | Against | Abstain | Broker Non-Votes |
| 19,325,891 | 1,383,418 |
In connection with this vote, the holders of 687,597 shares of the Company’s common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.06 per share, for an aggregate redemption amount of approximately $6.9 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:
| For | Against | Abstain | Broker Non-Votes |
| 19,325,891 | 1,383,418 |
The information included in Item 1.01 is incorporated by reference in this item to the extent required herein.
| Item 7.01. | Regulation FD Disclosure. |
On December 15, 2017, the Company issued a press release announcing the results of the Special Meeting, including 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.
The foregoing, Exhibit 99.1, and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01. | Financial Statements and Exhibits. |
| ExhibitNo. | DescriptionofExhibits |
| 3.1 | Amendment to Amended and Restated Certificate of Incorporation. |
| 10.1 | Amendment No. 2, dated as of December 14, 2017, to the Amended and Restated Investment Management Trust Agreement, dated as of October 13, 2015, as amended by Amendment No. 1 dated August 1, 2017, by and between Easterly Acquisition Corp. and Continental Stock Transfer & Trust Company. |
| 99.1 | Press Release, dated December 15, 2017. |
Easterly Acquisition Corp. ExhibitEX-3.1 2 tv481485_ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EASTERLY ACQUISITION CORP. December 14,…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.
