EASTERLY ACQUISITION CORP. (NASDAQ:EACQU) Files An 8-K Other Events
Item 8.01
| Other Events |
On November 22, 2016, Easterly Acquisition Corp. (the Company or
Easterly) announced that it intends to convene and then adjourn,
without conducting any business, its special meeting of
stockholders (the Special Meeting) to be held with respect to its
proposed business combination with Sungevity, Inc. (Sungevity) to
the Agreement and Plan of Merger, dated as of June 28, 2016, as
amended, by and among the Company, its wholly-owned subsidiary,
Solaris Merger Sub, Inc. (Merger Sub), Sungevity and Shareholder
Representative Services LLC, which provides for the merger (the
Merger) of Merger Sub with and into Sungevity. Easterly intends
to reconvene the Special Meeting at 10:00 a.m., Eastern Time, on
December 9, 2016 at the offices of Easterly Acquisition Corp.,
375 Park Avenue, 21st Floor, New York, New York 10152.
In connection with the adjournment of the Special Meeting to a
later date and time, the deadline for delivery of public shares
in connection with the redemption rights held by Easterlys
stockholders is 5:00 p.m., Eastern Time, two business days prior
to the reconvened Special Meeting, which deadline would be 5:00
p.m., Eastern Time, on December 7, 2016. Attached as Exhibit 99.1
to this Current Report on Form 8-K and incorporated by reference
into this Item 8.01 is a copy of the press release issued
November 22, 2016.
Additional Information About the Transaction and
Where to Find It
This Current Report on Form 8-K relates to a proposed business
combination between the Company and Sungevity and may be deemed
to be solicitation material in respect of the proposed business
combination between the Company and Sungevity. The proposed
business combination will be submitted to the respective
stockholders of the Company and Sungevity for their approval. In
connection with the proposed business combination, the Company
filed with the SEC a registration statement on Form S-4 and
mailed to its stockholders the definitive joint proxy and consent
solicitation statement/prospectus forming a part thereof. This
communication is not a substitute for the registration statement
and definitive joint proxy and consent solicitation
statement/prospectus that the Company filed with the SEC on
November 9, 2016, or any other documents that Sungevity or the
Company may file with the SEC or send to their respective
stockholders in connection with the proposed business
combination. The registration statement and definitive joint
proxy and consent solicitation statement/prospectus contain
important information about the Company, Sungevity, the proposed
business combination and related matters. Investors and security
holders are urged to read the registration statement and
definitive joint proxy and consent solicitation
statement/prospectus carefully.
A copy of the definitive joint proxy and consent solicitation
statement/prospectus was sent to all stockholders of the Company
and Sungevity as of their respective record dates for seeking the
required stockholder approvals. Investors and stockholders can
obtain free copies of the registration statement and definitive
joint proxy and consent solicitation statement/prospectus 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 can obtain free copies of the registration
statement and definitive joint proxy and consent solicitation
statement/prospectus 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 and Sungevity, 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 and Sungevity is
set forth in the Companys registration statement on Form S-4 and
definitive joint proxy and consent solicitation
statement/prospectus. Investors may obtain additional information
about the interests of such participants by reading such
registration statement and definitive joint proxy and consent
solicitation statement/prospectus.
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 between the Company and Sungevity and any other
statements relating to future results, strategy and plans of the
Company and Sungevity (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 or Sungevity, 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 Sungevity, 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 customer demand, 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 Sungevitys business, the ability
to retain key personnel and the ability to achieve stockholder
and regulatory approvals and to successfully close the
transaction. 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, 2015 and subsequent
Forms 10-Q and in the Companys registration statement on Form S-4
and the definitive joint proxy and consent solicitation
statement/prospectus. 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. |
(d) Exhibits.
| ExhibitNo. | DescriptionofExhibits | |
| 99.1 | Press Release, dated November 22, 2016 |
About EASTERLY ACQUISITION CORP. (NASDAQ:EACQU)
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. EASTERLY ACQUISITION CORP. (NASDAQ:EACQU) Recent Trading Information
EASTERLY ACQUISITION CORP. (NASDAQ:EACQU) closed its last trading session at 9.99 with 200 shares trading hands.