UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 24, 2017
Electrum
Special Acquisition Corporation
(Exact Name of Registrant as Specified in Charter)
| British Virgin Islands | 001-37421 | N/A |
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer |
| of incorporation) | Identification Number) |
| 700 Madison Avenue, 5th Floor | |
| New York, NY | 10065 |
| (Address of principal executive offices) | (Zip code) |
(646) 365-1600
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging growth company þ
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 8.01. | Other Events. |
Electrum Special Acquisition Corporation (the “Company”) previously announced that it will hold a special meeting of shareholders on June 5, 2017 at 10:30 a.m., local time, at the offices of Greenberg Traurig, LLP, located at the MetLife Building, 200 Park Avenue, New York, New York 10166 (the “Special Meeting”) to vote on (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 June 10, 2017 to October 8, 2017 (the “Extended Date”); and (ii) an amendment (the “Trust Amendment”) to the Company’s investment management trust agreement, dated June 10, 2015, by and between the Company and Continental Stock Transfer & Trust Company to extend 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 by the Extended Date.
If the Extension Amendment and Trust Amendment are approved, the Company’s sponsor, ESAC Holdings LLC, has agreed to contribute to the Company as a loan $0.025 for each public share that is 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 the Extended Date (the “Contribution”). For example, if the Company takes until October 8, 2017 to complete its business combination, which would represent four calendar months, the Company’s sponsor would make aggregate Contributions of approximately $2,000,000 (assuming no public shares were redeemed). Each Contribution will be deposited in the Trust Account within seven calendar days from the beginning of such calendar month (or portion thereof). Accordingly, if the Extension Amendment and the Trust Amendment are approved, the Extension is implemented and the Company takes the entire time through the Extended Date to complete its initial business combination, the redemption amount per share at the meeting for such business combination or the Company’s subsequent liquidation will be approximately $10.15 per share, in comparison to the current redemption amount of approximately $10.05 per share. The Contribution is conditional upon the implementation of the Extension Amendment. The Contribution will not occur if the Extension Amendment is not approved or the Extension is not completed for any reason. The amount of the Contributions will not bear interest and will be repayable by the Company to the Company’s sponsor upon consummation of the Company’s initial business combination. If the Company’s sponsor advises the Company that it does not intend to make the Contribution, then the Extension Amendment and the Trust Amendment will not be put before the shareholders at the Special Meeting and the Company will dissolve and liquidate in accordance with its Memorandum and Articles of Association if the Company does not complete a business combination by June 10, 2017. The Company’s sponsor will have 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 Memorandum and Articles of Association.
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On May 24, 2017, the Company issued a press release announcing the Contribution. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit Number |
Exhibit | |
| 99.1 | Press Release, dated May 24, 2017. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: May 24, 2017
| Electrum Special Acquisition Corporation | |||
| By: | /s/ Eric N. Vincent | ||
| Name: Eric N. Vincent | |||
| Title: Chief Executive Officer | |||
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EXHIBIT INDEX
| Exhibit Number |
Exhibit | |
| 99.1 | Press Release, dated May 24, 2017. |
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Exhibit 99.1
ELECTRUM SPECIAL ACQUISITION CORPORATION ANNOUNCES CONTRIBUTION TO TRUST ACCOUNT
NEW YORK, NY, May 24, 2017 – Electrum Special Acquisition Corporation (NASDAQ: ELEC), a blank check acquisition company (the “Company”) previously announced that it will hold a special meeting of shareholders on June 5, 2017 at 10:30 a.m., local time, at the offices of Greenberg Traurig, LLP, located at the MetLife Building, 200 Park Avenue, New York, New York 10166 to vote on (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 June 10, 2017 to October 8, 2017 (the “Extended Date”); and (ii) an amendment (the “Trust Amendment”) to the Company’s investment management trust agreement, dated June 10, 2015, by and between the Company and Continental Stock Transfer & Trust Company to extend 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 by the Extended Date.
The Company today announced that its sponsor has agreed to contribute to the Company as a loan $0.025 for each public share that is not redeemed in connection with the shareholder vote to approve the Extension, for each calendar month, or portion thereof, that is needed by the Company to complete a business combination (the “Contribution”). The Extension will allow the Company until the Extended Date to complete a business combination.
The Contribution 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 liquidation from approximately $10.05 per share to approximately $10.15 per share, assuming the Company takes the entire time through October 8, 2017 to complete a business combination. If the Extension is implemented, the Company’s sponsor will make the first Contribution within seven (7) days of June 10, 2017. 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 Memorandum and Articles of Association.
About Electrum Special Acquisition Corporation
Electrum Special Acquisition Corporation is a blank check company formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "anticipate", "believe", "expect", "estimate", "plan", "outlook", and "project" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements include statements concerning a potential business combination and additional deposits into the Trust Account for the benefit of its shareholders. These statements are based on the Company’s management’s current expectations and beliefs, as well as a number of assumptions concerning future events. Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside of the Company’s control that could cause actual results to differ materially from the results discussed in the forward-looking statements. The Company cannot assure you that even if the Extension Amendment is approved, it will be implemented or that the Company’s sponsor will determine to make the Contribution.
Additional factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on May 5, 2017, annual report on Form 10-K for the fiscal year ended November 30, 2016 and quarterly report on Form 10-Q for the quarterly period ended February 28, 2017, which are available, free of charge, at the SEC’s website at www.sec.gov.
Additional Information about the Amendments and Where to Find It
In connection with the proposed Extension Amendment and Trust Amendment, the Company filed a definitive proxy statement with the SEC on May 5, 2017 and thereafter commenced mailing the definitive proxy statement to its shareholders as of the April 28, 2017 record date for the special meeting. Investors and security holders of the Company are advised to read the definitive proxy statement that was filed with the SEC in connection with the Company’s solicitation of proxies for its special meeting of shareholders to be held to approve the proposed Extension Amendment and Trust Amendment because the definitive proxy statement contains important information about the proposed Extension Amendment and Trust Amendment. Shareholders may also obtain a copy of the definitive proxy statement, as well as other relevant documents that have been or will be filed with the SEC, without charge, at the SEC’s website at www.sec.gov or by directing a request to: Electrum Special Acquisition Corporation, c/o The Electrum Group LLC, 700 Madison Avenue, 5th Floor, New York, New York 10065, Attn: Eric N. Vincent, Chief Executive Officer and Secretary.
If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali LLC at: Morrow Sodali LLC, 470 West Avenue, Stamford, CT 06902, phone: (800) 662-5200 (banks and brokers call collect at: (203) 658-9400), email: ELEC.info@morrowsodali.com.
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Participants in Solicitation
The Company and certain of its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from the Company’s shareholders. Information concerning the interests of the directors and executive officers of the Company is set forth in the definitive proxy statement filed with the SEC on May 5, 2017.
Media Contacts
Nathaniel Garnick/Kevin FitzGerald
Gasthalter & Co.
(212) 257-4170
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