Electrum Special Acquisition Corporation (NASDAQ:ELEC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On October 5, 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 Company’s initial public offering in the event the Company has not consummated a business combination was extended from October 8, 2017 to February 5, 2018. 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 October 5, 2017, in connection with the Special Meeting, the Company filed with the Registrar of Corporate Affairs in the British Virgin Islands the Company’s 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 October 5, 2017, at the Special Meeting, the Company’s shareholders approved the following items: (i) an amendment (the “Extension Amendment”) to the Company’s 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 October 8, 2017 to February 5, 2018 (the “Extended Date”); and (ii) an amendment (the “Trust Amendment”) to the investment management trust agreement, dated June 10, 2015, as amended on June 6, 2017, 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 Company’s 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 Company’s 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 3,937,943 of the Company’s shares in connection with the Extension, a total of approximately $132.9 million will remain in the Trust Account. On June 5, 2017, the Company’s shareholders approved a proposal to extend the date by which the Company has to consummate a business combination until October 8, 2017 (the “Prior Extension”). In connection with the Prior Extension, the Company’s sponsor, ESAC Holdings LLC, agreed to contribute to the Company as a loan $0.025 for each public share that was not redeemed, for each calendar month (commencing on June 10, 2017 and on the 10th day of each subsequent month), or portion thereof, that is needed by the Company to complete a business combination from June 10, 2017 until October 8, 2017. The Company’s sponsor has agreed to continue to make this contribution through February 5, 2018 in connection with the Extension Amendment and Trust Amendment proposals. The contributions 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 $10.20 per share to approximately $10.30 per share, assuming the Company takes the entire time through February 5, 2018 to complete a business combination or liquidate. The Company’s sponsor has the sole discretion to determine whether to continue extending for additional calendar months until the Extended Date, and if the Company’s 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 |
| 21,231,095 | 32,799 |
Trust Amendment
The Trust Amendment was approved. The voting results of the shares of the Company were as follows:
| For | Against | Abstentions |
| 21,231,095 | 32,799 |
On October 5, 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. |
EXHIBIT INDEX
Electrum Special Acquisition Corp ExhibitEX-3.1 2 v476502_ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT 2004 MEMORANDUM OF ASSOCIATION OF Electrum Special Acquisition Corporation a company limited by shares Amended and restated on 9 June 2015,…To view the full exhibit click here
