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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Easterly Acquisition Corp. - Warrants EXP 07/29/202
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
| February 14, 2019 |
EACQ / Easterly Acquisition Corp. / Gfic Ii Llc - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 2)* Easterly Acquisition Corp. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 27616L102 (CUSIP Number) December 31, 2018 (Date of Event Which Re |
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| February 13, 2019 |
SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| November 29, 2018 |
EACQ / Easterly Acquisition Corp. 15-12B 15-12B 1 a18-4086511512b.htm 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-37522 SIRIUS ACQUISITIONS HOLDING CO |
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| November 7, 2018 |
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): November 5, 2018 Sirius Acquisitions Holding Company III (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or other jurisdiction of incorpora |
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| November 7, 2018 |
Exhibit 99.1 SIRIUS GROUP BECOMES PUBLIC COMPANY VIA BUSINESS COMBINATION WITH EASTERLY ACQUISITION CORP.; COMPLETES PRIVATE PLACEMENT; ANNOUNCES NEW MAJORITY-INDEPENDENT BOARD OF DIRECTORS — Sirius Group is a global, multi-line insurance and reinsurance group founded in 1945 with over 1,800 clients in over 140 countries— Hamilton, Bermuda and New York, NY — November 5, 2018 — Sirius International |
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| November 7, 2018 |
CERTIFICATE OF INCORPORATION Sirius Acquisitions Holding Company III Exhibit 3.1 CERTIFICATE OF INCORPORATION OF Sirius Acquisitions Holding Company III 1. The name of the corporation is: Sirius Acquisitions Holding Company III 2. The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is: The Corporation Trust Comp |
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| November 7, 2018 |
BY-LAWS SIRIUS ACQUISITIONS HOLDING COMPANY III ARTICLE I Exhibit 3.2 BY-LAWS OF SIRIUS ACQUISITIONS HOLDING COMPANY III ARTICLE I OFFICES 1.1. Registered Office. The registered office shall be established and maintained at 1209 Orange Street, Wilmington, New Castle County, Delaware and Corporation Trust Center shall be the registered agent of the Corporation in charge thereof. 1.2. Other Offices. The Corporation may have other offices, either within or |
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| November 2, 2018 |
Submission of Matters to a Vote of Security Holders 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): November 2, 2018 (November 2, 2018) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or other jurisdiction of inc |
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| October 15, 2018 |
EACQ / Easterly Acquisition Corp. 425 (Prospectus) Filed by Sirius International Insurance Group, Ltd. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Sirius International Insurance Group, Ltd. Subject Company: Easterly Acquisition Corp. (SEC File No. 001-37522) INVESTOR PRESENTATION October 2018 DISCLAIMER IMPORTANT INFORMATION |
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| October 12, 2018 |
EACQ / Easterly Acquisition Corp. DEFM14A DEFM14A 1 a2236909zdefm14a.htm DEFM14A Use these links to rapidly review the document Table of Contents MANAGEMENT'S DISCUSSION INDEX TO CONSOLIDATED FINANCIAL STATEMENTS SIRIUS INTERNATIONAL INSURANCE GROUP, LTD. TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (A |
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| September 25, 2018 |
EACQ / Easterly Acquisition Corp. 425 (Prospectus) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2018 (August 29, 2018) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or othe |
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| September 25, 2018 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2018 (August 29, 2018) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or othe |
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| September 25, 2018 |
Exhibit 2.1 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND SPONSOR LETTER This First Amendment to Agreement and Plan of Merger and Sponsor Letter (this “Amendment”) is made and entered into as of August 29, 2018, by and among SIRIUS INTERNATIONAL INSURANCE GROUP, LTD., a Bermuda exempted company (“Sirius”), EASTERLY ACQUISITION CORP., a Delaware corporation (“Easterly”), SIRIUS ACQUISITIONS H |
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| September 20, 2018 |
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): September 20, 2018 (September 14, 2018) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or other jurisdiction of |
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| September 20, 2018 |
Exhibit 10.1 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September 14, 2018, by and between EASTERLY ACQUISITION CORP., a Delaware corporation (the “Company”), and Daniel Shea (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provid |
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| September 17, 2018 |
EACQ / Easterly Acquisition Corp. 425 (Prospectus) Filed by Sirius International Insurance Group, Ltd. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Sirius International Insurance Group, Ltd. Subject Company: Easterly Acquisition Corp. (SEC File No. 001-37522) INVESTOR PRESENTATION September 2018 DISCLAIMER IMPORTANT INFORMATI |
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| September 12, 2018 |
EACQ / Easterly Acquisition Corp. 425 (Prospectus) Filed by Sirius International Insurance Group, Ltd. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Sirius International Insurance Group, Ltd. Subject Company: Easterly Acquisition Corp. (SEC File No. 001-37522) SIRIUS GROUP ANNOUNCES KEY PROMOTIONS AND MANAGEMENT COMMITTEE Hami |
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| September 5, 2018 |
EACQ / Easterly Acquisition Corp. / Easterly Acquisition Sponsor, LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) Easterly Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 27616L 102 (CUSIP Number) Avshalom Kalichstein Easterly Acquisition Sponsor, LLC 138 Conant Street Beverly, MA 01915 Telephone: (617) 303- |
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| August 30, 2018 |
EACQ / Easterly Acquisition Corp. 425 (Prospectus) Filed by Sirius International Insurance Group, Ltd. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Sirius International Insurance Group, Ltd. Subject Company: Easterly Acquisition Corp. (SEC File No. 001-37522) SIRIUS INTERNATIONAL INSURANCE GROUP, LTD. AND EASTERLY ACQUISITION |
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| August 30, 2018 |
FORM OF SUBSCRIPTION AGREEMENT Exhibit 99.2 FORM OF SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 29th day of August, 2018, by and between Sirius International Insurance Group, Ltd., a Bermuda exempted company limited by shares (the “Issuer”), and [●], a [●] (“Subscriber”). WHEREAS, the Issuer is party to that certain Agreement and Plan of Merger, dated June 23, 2018, as |
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| August 30, 2018 |
Exhibit 2.1 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND SPONSOR LETTER This First Amendment to Agreement and Plan of Merger and Sponsor Letter (this “Amendment”) is made and entered into as of August 29, 2018, by and among SIRIUS INTERNATIONAL INSURANCE GROUP, LTD., a Bermuda exempted company (“Sirius”), EASTERLY ACQUISITION CORP., a Delaware corporation (“Easterly”), SIRIUS ACQUISITIONS H |
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| August 30, 2018 |
Exhibit 99.3 FORM OF CERTIFICATE OF DESIGNATION OF SERIES B PREFERENCE SHARES OF SIRIUS INTERNATIONAL INSURANCE GROUP, LTD. Sirius International Insurance Group, Ltd., a Bermuda exempted company limited by shares (the “Company”), hereby certifies that, pursuant to duly authorized resolutions of the Board of Directors of the Company adopted on [●], 2018, the creation of the Series B Preference Shar |
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| August 30, 2018 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 8-K 1 tv5020538k.htm FORM 8-K 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): August 30, 2018 (August 29, 2018) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State |
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| August 30, 2018 |
Exhibit 99.1 SIRIUS INTERNATIONAL INSURANCE GROUP, LTD. AND EASTERLY ACQUISITION CORP. AMEND MERGER AGREEMENT Sirius enters into equity subscription agreements in advance of business combination Hamilton, Bermuda and New York, NY – On August 30, 2018, Sirius International Insurance Group, Ltd. (“Sirius Group”), a global multi-line insurance and reinsurance group, and Easterly Acquisition Corp. (“E |
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| August 30, 2018 |
Exhibit 2.1 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND SPONSOR LETTER This First Amendment to Agreement and Plan of Merger and Sponsor Letter (this “Amendment”) is made and entered into as of August 29, 2018, by and among SIRIUS INTERNATIONAL INSURANCE GROUP, LTD., a Bermuda exempted company (“Sirius”), EASTERLY ACQUISITION CORP., a Delaware corporation (“Easterly”), SIRIUS ACQUISITIONS H |
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| August 30, 2018 |
Exhibit 99.1 SIRIUS INTERNATIONAL INSURANCE GROUP, LTD. AND EASTERLY ACQUISITION CORP. AMEND MERGER AGREEMENT Sirius enters into equity subscription agreements in advance of business combination Hamilton, Bermuda and New York, NY – On August 30, 2018, Sirius International Insurance Group, Ltd. (“Sirius Group”), a global multi-line insurance and reinsurance group, and Easterly Acquisition Corp. (“E |
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| August 30, 2018 |
FORM OF SUBSCRIPTION AGREEMENT Exhibit 99.2 FORM OF SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 29th day of August, 2018, by and between Sirius International Insurance Group, Ltd., a Bermuda exempted company limited by shares (the “Issuer”), and [●], a [●] (“Subscriber”). WHEREAS, the Issuer is party to that certain Agreement and Plan of Merger, dated June 23, 2018, as |
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| August 30, 2018 |
EACQ / Easterly Acquisition Corp. FORM 8-K (Prospectus) 425 1 tv5020538k.htm FORM 8-K 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): August 30, 2018 (August 29, 2018) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State |
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| August 30, 2018 |
EX-99.3 5 tv502053ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 FORM OF CERTIFICATE OF DESIGNATION OF SERIES B PREFERENCE SHARES OF SIRIUS INTERNATIONAL INSURANCE GROUP, LTD. Sirius International Insurance Group, Ltd., a Bermuda exempted company limited by shares (the “Company”), hereby certifies that, pursuant to duly authorized resolutions of the Board of Directors of the Company adopted on [●], 2018, th |
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| August 10, 2018 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): August 10, 2018 (August 6, 2018) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or other jurisdiction of incorp |
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| August 9, 2018 |
EACQ / Easterly Acquisition Corp. FORM 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37522 EASTERLY ACQUISITION COR |
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| July 18, 2018 |
Exhibit 10.2 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 17, 2018, by and between EASTERLY ACQUISITION CORP., a Delaware corporation (the “Company”), and Justin Tuck (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided wi |
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| July 18, 2018 |
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): July 18, 2018 (July 17, 2018) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or other jurisdiction of incorpora |
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| July 18, 2018 |
Exhibit 10.1 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 17, 2018, by and between EASTERLY ACQUISITION CORP., a Delaware corporation (the “Company”), and Neil Medugno (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided w |
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| July 12, 2018 |
EACQ / Easterly Acquisition Corp. 425 (Prospectus) I NVESTOR P RESENTATION July 2018 Filed by Sirius International Insurance Group, Ltd. |
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| July 9, 2018 |
Polar Asset Management Partners Inc.: Schedule 13G/A - Filed by newsfilecorp.com SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Easterly Acquisition Corp. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 27616L102 (CUSIP Number) June 30, 2018 (Date of Event Which Requires F |
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| July 6, 2018 |
EACQ / Easterly Acquisition Corp. / LEUCADIA NATIONAL CORP - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Schedule 13G—Information to be included in statements filed pursuant to §240.13d–1(b), (c), and (d) and amendments thereto filed pursuant to §240.13d–2. Under the Securities Exchange Act of 1934 (Amendment No. 1) EASTERLY ACQUISITION CORP. (Name of Issuer) Common Stock, par value $0.0001 pe |
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| June 29, 2018 |
EACQ / Easterly Acquisition Corp. 425 (Prospectus) 425 1 tv497795425.htm 425 Filed by Sirius International Insurance Group, Ltd. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Sirius International Insurance Group, Ltd. Subject Company: Easterly Acquisition Corp. (SEC File No. 001-37522) EASTERLY ACQUISITION CORP. ANNOUNCES EXTE |
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| June 29, 2018 |
EACQ / Easterly Acquisition Corp. 425 (Prospectus) 425 1 tv497665425.htm 425 Filed by Sirius International Insurance Group, Ltd. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Sirius International Insurance Group, Ltd. Subject Company: Easterly Acquisition Corp. (SEC File No. 001-37522) Sirius International Insurance Group, Ltd |
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| June 29, 2018 |
EACQ / Easterly Acquisition Corp. 425 (Prospectus) 425 1 tv497664425.htm 425 Filed by Sirius International Insurance Group, Ltd. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Sirius International Insurance Group, Ltd. Subject Company: Easterly Acquisition Corp. (SEC File No. 001-37522) I NVESTOR P RESENTATION June 2018 Exhibit |
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| June 29, 2018 |
EACQ / Easterly Acquisition Corp. 425 (Prospectus) 425 1 tv497663425.htm 425 Filed by Sirius International Insurance Group, Ltd. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Sirius International Insurance Group, Ltd. Subject Company: Easterly Acquisition Corp. (SEC File No. 001-37522) SIRIUS INTERNATIONAL INSURANCE GROUP, LTD |
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| June 29, 2018 |
Exhibit 99.1 EASTERLY ACQUISITION CORP. ANNOUNCES EXTENSION OF TIME TO COMPLETE PREVIOUSLY ANNOUNCED BUSINESS COMBINATION WITH SIRIUS INTERNATIONAL INSURANCE GROUP, LTD. - Continued strong stockholder support for the business combination deadline to be extended until November 30, 2018 - New York, NY – June 29, 2018 – Easterly Acquisition Corp. (“Easterly”) (NASDAQ: EACQ) announces the approval of |
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| June 29, 2018 |
Amendment to Amended and Restated Certificate of Incorporation. Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EASTERLY ACQUISITION CORP. June 28, 2018 Easterly Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Easterly Acquisition Corp.”. The original certificate of incorporation was filed wit |
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| June 29, 2018 |
Exhibit 10.1 AMENDMENT NO. 4 TO THE AMENDED AND RESTATED TRUST AGREEMENT This Amendment No. 4 (this “Amendment”), dated as of June 28, 2018, to the Trust Agreement (as defined below) is made by and among Easterly Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Trustee”). All terms used but not defined herein shall have the meanings as |
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| June 29, 2018 |
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): June 29, 2018 (June 28, 2018) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or other jurisdiction of incorpora |
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| June 29, 2018 |
Exhibit 10.1 AMENDMENT NO. 4 TO THE AMENDED AND RESTATED TRUST AGREEMENT This Amendment No. 4 (this “Amendment”), dated as of June 28, 2018, to the Trust Agreement (as defined below) is made by and among Easterly Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Trustee”). All terms used but not defined herein shall have the meanings as |
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| June 29, 2018 |
Exhibit 99.1 EASTERLY ACQUISITION CORP. ANNOUNCES EXTENSION OF TIME TO COMPLETE PREVIOUSLY ANNOUNCED BUSINESS COMBINATION WITH SIRIUS INTERNATIONAL INSURANCE GROUP, LTD. - Continued strong stockholder support for the business combination deadline to be extended until November 30, 2018 - New York, NY – June 29, 2018 – Easterly Acquisition Corp. (“Easterly”) (NASDAQ: EACQ) announces the approval of |
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| June 29, 2018 |
Amendment to Amended and Restated Certificate of Incorporation. Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EASTERLY ACQUISITION CORP. June 28, 2018 Easterly Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Easterly Acquisition Corp.”. The original certificate of incorporation was filed wit |
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| June 29, 2018 |
EACQ / Easterly Acquisition Corp. FORM 8-K (Prospectus) 425 1 tv4976178k.htm FORM 8-K 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): June 29, 2018 (June 28, 2018) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or o |
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| June 26, 2018 |
EACQ / Easterly Acquisition Corp. / Easterly Acquisition Sponsor, LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) Easterly Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 27616L 102 (CUSIP Number) Avshalom Kalichstein Easterly Acquisition Sponsor, LLC 138 Conant Street Beverly, MA 01915 Telephone: (617) 303- |
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| June 25, 2018 |
EACQ / Easterly Acquisition Corp. 425 (Prospectus) 425 1 tv497150425.htm 425 Filed by Easterly Acquisition Corp. Pursuant to Rule 425 Under the Securities Act of 1933 Subject Company: Easterly Acquisition Corp. Commission File No. 001-37522 Sirius International Insurance Group, Ltd. and Easterly Acquisition Corp. Proposed Business Combination Transcript of Investor Conference Call June 25, 2018 11:00 a.m. EDT Avshalom Kalichstein, Chief Executive |
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| June 25, 2018 |
EACQ / Easterly Acquisition Corp. DEFA14A DEFA14A 1 tv497122defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ |
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| June 25, 2018 |
I NVESTOR P RESENTATION June 2018 Exhibit 99.2 2 DISCLAIMER IMPORTANT INFORMATION This presentation is for informational purposes only and has been prepared to assist interested parties in making their own e val uation with respect to the proposed business combination (the “Proposed Transaction”) between Easterly Acquisition Corp. (“Ea ste rly”) and Sirius International Insurance Group, Ltd. (“Sir |
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| June 25, 2018 |
Exhibit 99.1 SIRIUS INTERNATIONAL INSURANCE GROUP, LTD. TO BECOME PUBLIC COMPANY THROUGH A COMBINATION WITH EASTERLY ACQUISITION CORP. SIRIUS TO LEND TO EASTERLY $0.03/SHARE PER MONTH THROUGH THE EXTENSION PERIOD - Proposed merger to result in Sirius Group becoming a publicly listed company - - Sirius Group is a global, multi-line insurance and reinsurance group with over 1,800 clients in over 140 |
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| June 25, 2018 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among SIRIUS INTERNATIONAL INSURANCE GROUP, LTD., EASTERLY ACQUISITION CORP. and SIRIUS ACQUISITIONS HOLDING COMPANY III Dated as of June 23, 2018 TABLE OF CONTENTS Page Article I THE MERGER Section 1.1 The Merger 2 Section 1.2 Closing 3 Section 1.3 Effective Time 3 Section 1.4 Certificate of Incorporation and Bylaws of the Surviving Company 3 Sectio |
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| June 25, 2018 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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): June 25, 2018 (June 23, 2018) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or other jurisdiction of incorpora |
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| June 25, 2018 |
EX-2.1 2 tv497117ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among SIRIUS INTERNATIONAL INSURANCE GROUP, LTD., EASTERLY ACQUISITION CORP. and SIRIUS ACQUISITIONS HOLDING COMPANY III Dated as of June 23, 2018 TABLE OF CONTENTS Page Article I THE MERGER Section 1.1 The Merger 2 Section 1.2 Closing 3 Section 1.3 Effective Time 3 Section 1.4 Certificate of Incorporation and B |
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| June 25, 2018 |
Exhibit 99.1 SIRIUS INTERNATIONAL INSURANCE GROUP, LTD. TO BECOME PUBLIC COMPANY THROUGH A COMBINATION WITH EASTERLY ACQUISITION CORP. SIRIUS TO LEND TO EASTERLY $0.03/SHARE PER MONTH THROUGH THE EXTENSION PERIOD - Proposed merger to result in Sirius Group becoming a publicly listed company - - Sirius Group is a global, multi-line insurance and reinsurance group with over 1,800 clients in over 140 |
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| June 25, 2018 |
EACQ / Easterly Acquisition Corp. 8-K (Prospectus) 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): June 25, 2018 (June 23, 2018) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or other jurisdiction of incorpora |
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| June 25, 2018 |
I NVESTOR P RESENTATION June 2018 Exhibit 99.2 2 DISCLAIMER IMPORTANT INFORMATION This presentation is for informational purposes only and has been prepared to assist interested parties in making their own e val uation with respect to the proposed business combination (the “Proposed Transaction”) between Easterly Acquisition Corp. (“Ea ste rly”) and Sirius International Insurance Group, Ltd. (“Sir |
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| June 25, 2018 |
SC 13D/A 1 tv497136sc13da.htm SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Easterly Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 27616L 102 (CUSIP Number) Avshalom Kalichstein Easterly Acquisition Sponsor, LLC 138 Conant S |
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| June 11, 2018 |
EACQ / Easterly Acquisition Corp. DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as |
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| May 31, 2018 |
EACQ / Easterly Acquisition Corp. PRE 14A PRE 14A 1 tv495383pre14a.htm PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential |
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| May 31, 2018 |
8-K 1 tv4955448k.htm FORM 8-K 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 31, 2018 (May 31, 2018) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or oth |
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| May 31, 2018 |
Exhibit 10.1 INVESTMENT AGREEMENT TERMINATION AGREEMENT This Investment Agreement Termination Agreement (this “Agreement”) is entered into as of May 31, 2018 by and among JH Capital Group Holdings, LLC, a Delaware limited liability company (the “Company”), Jacobsen Credit Holdings, LLC, a Delaware limited liability company and an entity controlled by Douglas Jacobsen (“Jacobsen Holdings”), NJK Hol |
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| May 31, 2018 |
Exhibit 99.1 EASTERLY ACQUISITION CORP. AND JH CAPITAL GROUP HOLDINGS, LLC AGREE MUTUALLY TO TERMINATE THE INVESTMENT AGREEMENT AND ABANDON THE PROPOSED BUSINESS COMBINATION New York, NY – May 31, 2018 – Easterly Acquisition Corp. (“Easterly”) (NASDAQ: EACQ) and JH Capital Group Holdings, LLC (“JH Capital”) announced that they have agreed to terminate by mutual agreement the Investment Agreement ( |
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| May 15, 2018 |
EACQ / Easterly Acquisition Corp. FORM 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37522 EASTERLY ACQUISITION CO |
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| May 10, 2018 |
EACQ / Easterly Acquisition Corp. NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER Washington, D.C. 20549 001-37522 FORM 12b-25 CUSIP NUMBERS: 27616L102 NOTIFICATION OF LATE FILING 27616L110 27616L201 (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: March 31, 2018 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report |
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| April 13, 2018 |
EACQ / Easterly Acquisition Corp. PRER14A PRER14A 1 tv490377prer14a.htm PRER14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy State |
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| April 6, 2018 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 8-K 1 tv4905928k.htm FORM 8-K 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): April 2, 2018 (April 6, 2018) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or o |
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| March 29, 2018 |
Exhibit 99.1 EASTERLY ACQUISITION CORP. ANNOUNCES EXTENSION OF TIME TO COMPLETE PREVIOUSLY ANNOUNCED BUSINESS COMBINATION WITH JH CAPITAL - Continued strong stockholder support for the business combination deadline to be extended until June 30, 2018 - New York, NY – March 29, 2018 – Easterly Acquisition Corp. (“Easterly”) (NASDAQ: EACQ) announced the vote by stockholders to extend the deadline to |
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| March 29, 2018 |
Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EASTERLY ACQUISITION CORP. March 29, 2018 Easterly Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Easterly Acquisition Corp.”. The original certificate of incorporation was filed wi |
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| March 29, 2018 |
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): March 29, 2018 (March 29, 2018) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or other jurisdiction of incorpo |
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| March 29, 2018 |
EX-10.1 3 tv489890ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 AMENDMENT NO. 3 TO THE AMENDED AND RESTATED TRUST AGREEMENT This Amendment No. 3 (this “Amendment”), dated as of March 29, 2017, to the Trust Agreement (as defined below) is made by and among Easterly Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Trustee”). All terms used but no |
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| March 29, 2018 |
Exhibit 10.1 AMENDMENT NO. 3 TO THE AMENDED AND RESTATED TRUST AGREEMENT This Amendment No. 3 (this “Amendment”), dated as of March 29, 2017, to the Trust Agreement (as defined below) is made by and among Easterly Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Trustee”). All terms used but not defined herein shall have the meanings a |
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| March 29, 2018 |
EACQ / Easterly Acquisition Corp. FORM 8-K DEFA14A 1 tv4898908k.htm FORM 8-K 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): March 29, 2018 (March 29, 2018) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (Stat |
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| March 29, 2018 |
Press Release, dated March 29, 2018. Exhibit 99.1 EASTERLY ACQUISITION CORP. ANNOUNCES EXTENSION OF TIME TO COMPLETE PREVIOUSLY ANNOUNCED BUSINESS COMBINATION WITH JH CAPITAL - Continued strong stockholder support for the business combination deadline to be extended until June 30, 2018 - New York, NY – March 29, 2018 – Easterly Acquisition Corp. (“Easterly”) (NASDAQ: EACQ) announced the vote by stockholders to extend the deadline to |
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| March 29, 2018 |
Amendment to Amended and Restated Certificate of Incorporation. EX-3.1 2 tv489890ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EASTERLY ACQUISITION CORP. March 29, 2018 Easterly Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Easterly Acquisition Corp.”. The original ce |
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| March 16, 2018 |
EACQ / Easterly Acquisition Corp. FORM 10-K (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37522 EASTERLY ACQUISITION CORP. ( |
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| March 8, 2018 |
EACQ / Easterly Acquisition Corp. DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as |
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| March 8, 2018 |
Investor Presentation of the Company and JH Capital, dated March 2018. I NVESTOR P RESENTATION March 2018 Exhibit 99.1 2 DISCLAIMER NO OFFER OR SOLICITATION This presentation is for informational purposes only and is neither an offer to sell or purchase, nor the solicitation of an off er to buy or sell any securities, nor is it a solicitation of any vote, consent, or approval in any jurisdiction pursuant to or in connection with the Proposed Transaction (as defined b |
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| March 8, 2018 |
EACQ / Easterly Acquisition Corp. FORM 8K 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): March 8, 2018 (March 8, 2018) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or other jurisdiction of incorpora |
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| March 8, 2018 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 tv4880488k.htm 8-K 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): March 8, 2018 (March 8, 2018) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or other |
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| March 8, 2018 |
EX-99.1 2 tv488048ex99-1.htm EXHIBIT 99.1 I NVESTOR P RESENTATION March 2018 Exhibit 99.1 2 DISCLAIMER NO OFFER OR SOLICITATION This presentation is for informational purposes only and is neither an offer to sell or purchase, nor the solicitation of an off er to buy or sell any securities, nor is it a solicitation of any vote, consent, or approval in any jurisdiction pursuant to or in connection w |
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| March 5, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 21, 2018 |
EACQ / Easterly Acquisition Corp. PRE 14A PRE 14A 1 tv486428pre14a.htm PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential |
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| February 15, 2018 |
EX-2.1 2 tv486277ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 AMENDMENT NO. 2 TO THE INVESTMENT AGREEMENT This AMENDMENT NO. 2, dated as of February 14, 2018 (this “Amendment”), to the Investment Agreement, dated as of June 28, 2017 and as amended by Amendment No. 1 dated as of November 8, 2017 (the “Agreement”), is entered into by and among JH Capital Group Holdings, LLC, a Delaware limited liability compan |
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| February 15, 2018 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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): February 15, 2018 (February 14, 2018) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or other jurisdiction of i |
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| February 15, 2018 |
EX-2.1 2 tv486277ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 AMENDMENT NO. 2 TO THE INVESTMENT AGREEMENT This AMENDMENT NO. 2, dated as of February 14, 2018 (this “Amendment”), to the Investment Agreement, dated as of June 28, 2017 and as amended by Amendment No. 1 dated as of November 8, 2017 (the “Agreement”), is entered into by and among JH Capital Group Holdings, LLC, a Delaware limited liability compan |
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| February 15, 2018 |
EACQ / Easterly Acquisition Corp. FORM 8-K DEFA14A 1 tv4862778k.htm FORM 8-K 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): February 15, 2018 (February 14, 2018) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 |
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| February 14, 2018 |
EACQ / Easterly Acquisition Corp. PREM 14A PREM14A 1 v470780prem14a.htm PREM 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidentia |
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| February 14, 2018 |
EACQ / Easterly Acquisition Corp. / Gfic Ii Llc - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Easterly Acquisition Corp. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 27616L102 (CUSIP Number) December 31, 2017 Date of Event Which Re |
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| February 9, 2018 |
SC 13G/A 1 sc13gaeasterly.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Easterly Acquisition Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 27616L102 (CUSIP Number) December 31, 2017 and January 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropria |
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| February 8, 2018 |
SC 13G Amendment No. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Easterly Acquisition Corp (Name of Issuer) Common Stock (Title of Class of Securities) 27616L201 (CUSIP Number) December 31st, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 8, 2018 |
EX-99.1 2 d532688dex991.htm EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of common stock, of Easterly Acquisition Corp, is being filed, and all amendments thereto wil |
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| January 4, 2018 |
Exhibit 99.1 Easterly Acquisition Corp. and JH Capital Announce $125 Million Financing Led by Fortress ? $125 million financing will enable JH Capital to purchase $1 billion face value of consumer debt receivables beginning in the first quarter of 2018 ? Los Angeles and New York, January 4, 2018 ? Easterly Acquisition Corp. (NASDAQ: EACQ) and JH Capital Group Holdings, LLC (?JH Capital?) today ann |
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| January 4, 2018 |
Exhibit 2.1 December 28, 2017 Ladies and Gentlemen: Reference is made to that certain (i) Investment Agreement, dated as of June 28, 2017 (as it may be amended, supplemented or otherwise modified, the ?Investment Agreement?), by and among JH Capital Group Holdings, LLC, a Delaware limited liability company (the ?Company?), Jacobsen Credit Holdings, LLC, a Delaware limited liability company and an |
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| January 4, 2018 |
Warrant, dated December 28, 2017, issued by Easterly Acquisition Corp. to Fortress Credit Corp. Exhibit 10.1 WARRANT NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEM |
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| January 4, 2018 |
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): January 4, 2018 (December 28, 2017) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or other jurisdiction of inc |
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| January 4, 2018 |
Warrant, dated December 28, 2017, issued by Easterly Acquisition Corp. to Fortress Credit Corp. EX-10.1 3 tv482730ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 WARRANT NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSEN |
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| January 4, 2018 |
Exhibit 2.1 December 28, 2017 Ladies and Gentlemen: Reference is made to that certain (i) Investment Agreement, dated as of June 28, 2017 (as it may be amended, supplemented or otherwise modified, the ?Investment Agreement?), by and among JH Capital Group Holdings, LLC, a Delaware limited liability company (the ?Company?), Jacobsen Credit Holdings, LLC, a Delaware limited liability company and an |
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| January 4, 2018 |
EACQ / Easterly Acquisition Corp. FORM 8-K 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): January 4, 2018 (December 28, 2017) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or other jurisdiction of inc |
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| January 4, 2018 |
Press Release, dated January 4, 2018. Exhibit 99.1 Easterly Acquisition Corp. and JH Capital Announce $125 Million Financing Led by Fortress ? $125 million financing will enable JH Capital to purchase $1 billion face value of consumer debt receivables beginning in the first quarter of 2018 ? Los Angeles and New York, January 4, 2018 ? Easterly Acquisition Corp. (NASDAQ: EACQ) and JH Capital Group Holdings, LLC (?JH Capital?) today ann |
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| December 15, 2017 |
Exhibit 99.1 EASTERLY ACQUISITION CORP. ANNOUNCES EXTENSION OF TIME TO COMPLETE PREVIOUSLY ANNOUNCED BUSINESS COMBINATION WITH JH CAPITAL - Strong stockholder support for the business combination deadline to be extended until March 31, 2018 - New York, NY ? December 15, 2017 ? Easterly Acquisition Corp. (?Easterly?) (NASDAQ: EACQ) announced the vote by stockholders to extend the deadline to comple |
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| December 15, 2017 |
Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EASTERLY ACQUISITION CORP. December 14, 2017 Easterly Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Easterly Acquisition Corp.?. The original certificate of incorporation was filed |
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| December 15, 2017 |
EX-10.1 3 tv481485ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 AMENDMENT NO. 2 TO THE AMENDED AND RESTATED TRUST AGREEMENT This Amendment No. 2 (this “Amendment”), dated as of December 14, 2017, to the Trust Agreement (as defined below) is made by and among Easterly Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Trustee”). All terms used but |
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| December 15, 2017 |
8-K 1 tv4814858k.htm FORM 8-K 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): December 15, 2017 (December 14, 2017) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (St |
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| December 15, 2017 |
EX-10.1 3 tv481485ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 AMENDMENT NO. 2 TO THE AMENDED AND RESTATED TRUST AGREEMENT This Amendment No. 2 (this “Amendment”), dated as of December 14, 2017, to the Trust Agreement (as defined below) is made by and among Easterly Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Trustee”). All terms used but |
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| December 15, 2017 |
EACQ / Easterly Acquisition Corp. FORM 8-K DEFA14A 1 tv4814858k.htm FORM 8-K 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): December 15, 2017 (December 14, 2017) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 |
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| December 15, 2017 |
Amendment to Amended and Restated Certificate of Incorporation. Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EASTERLY ACQUISITION CORP. December 14, 2017 Easterly Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Easterly Acquisition Corp.?. The original certificate of incorporation was filed |
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| December 15, 2017 |
Press Release, dated December 15, 2017. EX-99.1 4 tv481485ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 EASTERLY ACQUISITION CORP. ANNOUNCES EXTENSION OF TIME TO COMPLETE PREVIOUSLY ANNOUNCED BUSINESS COMBINATION WITH JH CAPITAL - Strong stockholder support for the business combination deadline to be extended until March 31, 2018 - New York, NY – December 15, 2017 – Easterly Acquisition Corp. (“Easterly”) (NASDAQ: EACQ) announced the vote by sto |
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| December 8, 2017 |
EX-99.3 4 tv481058ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 EASTERLY ACQUISITION CORP. AND JH CAPITAL ANNOUNCE CONTRIBUTION TO TRUST ACCOUNT - $0.03 per month for each public share will be added to Easterly’s Trust Account - Los Angeles, CA, and New York, NY – December 8, 2017 – JH Capital Group Holdings, LLC (“JH Capital” or the “Company”), a leading specialty finance company in the debt recovery indu |
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| December 8, 2017 |
Exhibit 99.1 EASTERLY ACQUISITION CORP. AND JH CAPITAL PROVIDE BUSINESS AND TRANSACTION UPDATES TO INVESTORS - Greater confidence in achievement of 2018 earnings from newly signed contracts - - Accounting policy changes will not impact future cash flow but will alter GAAP results - Los Angeles, CA, and New York, NY ? December 8, 2017 ? JH Capital Group Holdings, LLC (?JH Capital? or the ?Company?) |
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| December 8, 2017 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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): December 8, 2017 (December 8, 2017) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or other jurisdiction of inc |
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| December 8, 2017 |
Exhibit 99.2 I NVESTOR P RESENTATION Citi Investment Banking | Financial Institutions Group December 2017 DISCLAIMER NO OFFER OR SOLICITATION This presentation is for informational purposes only and is neither an offer to sell or purchase, nor the solicitation of an off er to buy or sell any securities, nor is it a solicitation of any vote, consent, or approval in any jurisdiction pursuant to or i |
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| December 8, 2017 |
Press Release, dated December 8, 2017. Exhibit 99.1 EASTERLY ACQUISITION CORP. AND JH CAPITAL PROVIDE BUSINESS AND TRANSACTION UPDATES TO INVESTORS - Greater confidence in achievement of 2018 earnings from newly signed contracts - - Accounting policy changes will not impact future cash flow but will alter GAAP results - Los Angeles, CA, and New York, NY ? December 8, 2017 ? JH Capital Group Holdings, LLC (?JH Capital? or the ?Company?) |
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| December 8, 2017 |
Updated Investor Presentation, dated December 2017 Exhibit 99.2 I NVESTOR P RESENTATION Citi Investment Banking | Financial Institutions Group December 2017 DISCLAIMER NO OFFER OR SOLICITATION This presentation is for informational purposes only and is neither an offer to sell or purchase, nor the solicitation of an off er to buy or sell any securities, nor is it a solicitation of any vote, consent, or approval in any jurisdiction pursuant to or i |
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| December 8, 2017 |
EACQ / Easterly Acquisition Corp. FORM 8-K 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): December 8, 2017 (December 8, 2017) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or other jurisdiction of inc |
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| December 8, 2017 |
Press Release, dated December 8, 2017. EX-99.3 4 tv481058ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 EASTERLY ACQUISITION CORP. AND JH CAPITAL ANNOUNCE CONTRIBUTION TO TRUST ACCOUNT - $0.03 per month for each public share will be added to Easterly’s Trust Account - Los Angeles, CA, and New York, NY – December 8, 2017 – JH Capital Group Holdings, LLC (“JH Capital” or the “Company”), a leading specialty finance company in the debt recovery indu |
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| December 8, 2017 |
EACQ / Easterly Acquisition Corp. DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as |
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| December 6, 2017 |
Investor Presentation of the Company, dated December 2017. EX-99.1 2 tv480906ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 I NVESTOR P RESENTATION Citi Investment Banking | Financial Institutions Group December 2017 DISCLAIMER NO OFFER OR SOLICITATION This presentation is for informational purposes only and is neither an offer to sell or purchase, nor the solicitation of an off er to buy or sell any securities, nor is it a solicitation of any vote, consent, or app |
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| December 6, 2017 |
EACQ / Easterly Acquisition Corp. DEFA14A DEFA14A 1 tv480906defa14a.htm DEFA14A 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): December 5, 2017 (December 5, 2017) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-38648 |
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| December 6, 2017 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 tv4808898k.htm FORM 8-K 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): December 5, 2017 (December 5, 2017) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (Stat |
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| December 6, 2017 |
I NVESTOR P RESENTATION Citi Investment Banking | Financial Institutions Group December 2017 Exhibit 99.1 I NVESTOR P RESENTATION Citi Investment Banking | Financial Institutions Group December 2017 DISCLAIMER NO OFFER OR SOLICITATION This presentation is for informational purposes only and is neither an offer to sell or purchase, nor the solicitation of an off er to buy or sell any securities, nor is it a solicitation of any vote, consent, or approval in any jurisdiction pursuant to or i |
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| November 21, 2017 |
EACQ / Easterly Acquisition Corp. DEF 14A DEF 14A 1 tv480062def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential |
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| November 9, 2017 |
EACQ / Easterly Acquisition Corp. PRE 14A PRE 14A 1 tv478942pre14a.htm PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential |
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| November 9, 2017 |
EACQ / Easterly Acquisition Corp. FORM 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37522 EASTERLY ACQUISITIO |
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| November 8, 2017 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): November 8, 2017 EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or other jurisdiction of incorporation) (Commis |
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| November 8, 2017 |
Exhibit 2.1 AMENDMENT NO. 1 TO THE INVESTMENT AGREEMENT This AMENDMENT NO. 1, dated as of November 8, 2017 (this ?Amendment?), to the Investment Agreement, dated as of June 28, 2017 (the ?Agreement?), is entered into by and among JH Capital Group Holdings, LLC, a Delaware limited liability company (the ?Company?), Jacobsen Credit Holdings, LLC, a Delaware limited liability company and an entity co |
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| November 8, 2017 |
EACQ / Easterly Acquisition Corp. FORM 8-K DEFA14A 1 tv4789448k.htm FORM 8-K 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): November 8, 2017 EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or other juri |
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| November 8, 2017 |
EX-2.1 2 tv478944ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 AMENDMENT NO. 1 TO THE INVESTMENT AGREEMENT This AMENDMENT NO. 1, dated as of November 8, 2017 (this “Amendment”), to the Investment Agreement, dated as of June 28, 2017 (the “Agreement”), is entered into by and among JH Capital Group Holdings, LLC, a Delaware limited liability company (the “Company”), Jacobsen Credit Holdings, LLC, a Delaware lim |
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| September 8, 2017 |
Easterly Acquisition SC 13G (Passive Acquisition of More Than 5% of Shares) SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Schedule 13GInformation to be included in statements filed pursuant to §240.13d1(b), (c), and (d) and amendments thereto filed pursuant to §240.13d2. Under the Securities Exchange Act of 1934 (Amendment No. ) EASTERLY ACQUISITION CORP. (Name of Issuer) Common Stock, par value $0.0001 per s |
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| August 9, 2017 |
EACQ / Easterly Acquisition Corp. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37522 EASTERLY ACQUISITION COR |
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| August 9, 2017 |
EXHIBIT 10.2 August 4, 2017 Easterly Acquisition Sponsor, LLC 138 Conant Street Beverly, MA 01915 Attention: Darrell W. Crate RE: Amendment to Convertible Promissory Note (this “Amendment”) Reference is made to that certain Convertible Promissory Note (the “Note”), dated as of March 17, 2016, issued by Easterly Acquisition Corp., a Delaware corporation (the “Maker”), to Easterly Acquisition Sponso |
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| August 4, 2017 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the common stock of Easterly Acquisition Corp., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of each of th |
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| August 4, 2017 |
EACQ / Easterly Acquisition Corp. / Gfic Ii Llc - SC 13G Passive Investment SC 13G 1 v472431sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* Easterly Acquisition Corp. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 27616L102 (CUSIP Number) July 26, |
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| August 2, 2017 |
EX-10.1 3 v472123ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 AMENDMENT TO THE AMENDED AND RESTATED TRUST AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of August 1, 2017, to the Trust Agreement (as defined below) is made by and among Easterly Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Trustee”). All terms used but not defin |
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| August 2, 2017 |
Exhibit 99.1 EASTERLY ACQUISITION CORP. ANNOUNCES EXTENSION OF TIME TO COMPLETE THE INITIAL BUSINESS COMBINATION WITH JH CAPITAL IN THE FOURTH QUARTER - Earnings per share expectations for 2018 will increase over 10% through stockholder redemptions - - Strong stockholder support for the merger deadline to be extended - New York, NY ? August 1, 2017 ? Easterly Acquisition Corp. (?Easterly?) (NASDAQ |
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| August 2, 2017 |
8-K 1 v4721238k.htm FORM 8-K 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): August 2, 2017 (August 1, 2017) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or |
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| August 2, 2017 |
Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EASTERLY ACQUISITION CORP. August 1, 2017 Easterly Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Easterly Acquisition Corp.?. The original certificate of incorporation was filed wi |
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| August 2, 2017 |
AMENDMENT TO THE AMENDED AND RESTATED TRUST AGREEMENT EX-10.1 3 v472123ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 AMENDMENT TO THE AMENDED AND RESTATED TRUST AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of August 1, 2017, to the Trust Agreement (as defined below) is made by and among Easterly Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Trustee”). All terms used but not defin |
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| August 2, 2017 |
EX-3.1 2 v472123ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EASTERLY ACQUISITION CORP. August 1, 2017 Easterly Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Easterly Acquisition Corp.”. The original cer |
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| August 2, 2017 |
Exhibit 99.1 EASTERLY ACQUISITION CORP. ANNOUNCES EXTENSION OF TIME TO COMPLETE THE INITIAL BUSINESS COMBINATION WITH JH CAPITAL IN THE FOURTH QUARTER - Earnings per share expectations for 2018 will increase over 10% through stockholder redemptions - - Strong stockholder support for the merger deadline to be extended - New York, NY – August 1, 2017 – Easterly Acquisition Corp. (“Easterly”) (NASDAQ |
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| August 2, 2017 |
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): August 2, 2017 (August 1, 2017) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or other jurisdiction of incorpo |
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| August 1, 2017 |
EACQ / Easterly Acquisition Corp. / Easterly Acquisition Sponsor, LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Easterly Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 27616L 102 (CUSIP Number) Avshalom Kalichstein Easterly Acquisition Sponsor, LLC 138 Conant StreetBeverly, MA 01915 Telephone: (617) 303-4 |
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| July 10, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as |
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| July 10, 2017 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 8-K 1 v4705578k.htm FORM 8-K 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): July 10, 2017 (July 5, 2017) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or oth |
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| June 30, 2017 |
Financial Statements and Exhibits, Other Events 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): June 30, 2017 EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or other jurisdiction of incorporation) (Commissio |
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| June 30, 2017 |
EX-99.1 2 v470164ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 EASTERLY ACQUISITION CORP. AND JH CAPITAL GROUP HOLDINGS, LLC PROPOSED BUSINESS COMBINATION Transcript of Investor Conference Call June 30, 2017 11:00am EDT Operator Introduction Good morning and welcome to the Easterly Acquisition Corp conference call. Today’s call is being recorded. At this time, all participants are in listen only mode. This |
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| June 30, 2017 |
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): June 30, 2017 EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or other jurisdiction of incorporation) (Commissio |
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| June 30, 2017 |
EX-99.1 2 v470164ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 EASTERLY ACQUISITION CORP. AND JH CAPITAL GROUP HOLDINGS, LLC PROPOSED BUSINESS COMBINATION Transcript of Investor Conference Call June 30, 2017 11:00am EDT Operator Introduction Good morning and welcome to the Easterly Acquisition Corp conference call. Today’s call is being recorded. At this time, all participants are in listen only mode. This |
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| June 30, 2017 |
EX-2.1 2 v470027ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 INVESTMENT AGREEMENT by and among JH CAPITAL GROUP HOLDINGS, LLC, JACOBSEN CREDIT HOLDINGS, LLC, NJK HOLDING LLC, KRAVETZ CAPITAL FUNDING LLC, and EASTERLY ACQUISITION CORP. Dated as of June 28, 2017 TABLE OF CONTENTS Page Article I THE TRANSACTIONS Section 1.1 Contribution and Issuance of Units 3 Section 1.2 Treatment of Investor Pre-Closing Commo |
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| June 30, 2017 |
8-K 1 v4700278k.htm FORM 8-K 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): June 28, 2017 EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or other jurisdiction |
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| June 30, 2017 |
Exhibit 2.1 INVESTMENT AGREEMENT by and among JH CAPITAL GROUP HOLDINGS, LLC, JACOBSEN CREDIT HOLDINGS, LLC, NJK HOLDING LLC, KRAVETZ CAPITAL FUNDING LLC, and EASTERLY ACQUISITION CORP. Dated as of June 28, 2017 TABLE OF CONTENTS Page Article I THE TRANSACTIONS Section 1.1 Contribution and Issuance of Units 3 Section 1.2 Treatment of Investor Pre-Closing Common Stock and Investor Warrants 4 Sectio |
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| June 30, 2017 |
DEFA14A 1 v4700278k.htm FORM 8-K 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): June 28, 2017 EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or other jurisdic |
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| June 30, 2017 |
EACQ / Easterly Acquisition Corp. / Easterly Acquisition Sponsor, LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Easterly Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 27616L 102 (CUSIP Number) Avshalom Kalichstein Easterly Acquisition Sponsor LLC 138 Conant Street Beverly, MA 01915 Telephone: (617) 303-4 |
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| June 27, 2017 |
PRE 14A 1 v469634pre14a.htm PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, |
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| June 19, 2017 |
SC 13G/A 1 sc13gaeasterly.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Easterly Acquisition Corp. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 27616L102 (CUSIP Number) March 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the approp |
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| May 10, 2017 |
Easterly Acquisition FORM 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37522 EASTERLY ACQUISITION CO |
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| March 16, 2017 |
Easterly Acquisition 10-K (Annual Report) 10-K 1 v45812110k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37522 E |
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| February 13, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* EASTERLY ACQUISITION CORP (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 27616L102 (CUSIP Number) December 30, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate th |
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| February 10, 2017 |
Polar Asset Management Partners Inc.: Schedule 13G/A - Filed by newsfilecorp.com SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Easterly Acquisition Corp. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 27616L102 (CUSIP Number) December 31, 2016 (Date of Event Which Requir |
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| February 10, 2017 |
EX-99.1 2 d348769dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of common stock, of Easterly Acquisition Corp, is being filed, and all amendments thereto wil |
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| February 10, 2017 |
SC 13G Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Easterly Acquisition Corp (Name of Issuer) Common Stock (Title of Class of Securities) 27616L201 (CUSIP Number) December 31st, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the |
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| January 10, 2017 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): January 10, 2017 (January 4, 2017) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or other jurisdiction of inco |
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| January 3, 2017 |
Easterly Acquisition REQUEST FOR WITHDRAWAL RW 1 v456120rw.htm REQUEST FOR WITHDRAWAL January 3, 2017 VIA EDGAR SUBMISSION TYPE RW Pamela Long Assistant Director Division of Corporation Finance United States Securities and Exchange Commission 100 F Street NE Washington, DC 20549 Re: Request for Withdrawal of Easterly Acquisition Corp. Registration Statement on Form S-4 File No. 333-212590 Dear Ms. Long, On behalf of Easterly Acquisition Cor |
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| January 3, 2017 |
Termination of a Material Definitive Agreement, Submission of Matters to a Vote of Security Holders 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): January 3, 2017 (December 31, 2016) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or other jurisdiction of inc |
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| January 3, 2017 |
Easterly Acquisition FORM 8-K (Prospectus) 425 1 v4560618k.htm FORM 8-K 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): January 3, 2017 (December 31, 2016) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State |
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| December 22, 2016 |
EASTERLY ACQUISITION CORP. ANNOUNCES INTENT TO ADJOURN SPECIAL MEETING OF STOCKHOLDERS Exhibit 99.1 EASTERLY ACQUISITION CORP. ANNOUNCES INTENT TO ADJOURN SPECIAL MEETING OF STOCKHOLDERS New York, NY and Boston, MA ? December 22, 2016 ? Easterly Acquisition Corp. (?Easterly?) (NASDAQ: EACQ) today 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 b |
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| December 22, 2016 |
Financial Statements and Exhibits, Other Events 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): December 22, 2016 (December 22, 2016) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or other jurisdiction of i |
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| December 22, 2016 |
EASTERLY ACQUISITION CORP. ANNOUNCES INTENT TO ADJOURN SPECIAL MEETING OF STOCKHOLDERS Exhibit 99.1 EASTERLY ACQUISITION CORP. ANNOUNCES INTENT TO ADJOURN SPECIAL MEETING OF STOCKHOLDERS New York, NY and Boston, MA ? December 22, 2016 ? Easterly Acquisition Corp. (?Easterly?) (NASDAQ: EACQ) today 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 b |
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| December 22, 2016 |
Easterly Acquisition FORM 8-K (Prospectus) 425 1 v4555918k.htm FORM 8-K 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): December 22, 2016 (December 22, 2016) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (Sta |
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| December 8, 2016 |
EASTERLY ACQUISITION CORP. ANNOUNCES INTENT TO ADJOURN SPECIAL MEETING OF STOCKHOLDERS EX-99.1 2 v454666ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 EASTERLY ACQUISITION CORP. ANNOUNCES INTENT TO ADJOURN SPECIAL MEETING OF STOCKHOLDERS New York, NY and Boston, MA – December 8, 2016 – Easterly Acquisition Corp. (“Easterly”) (NASDAQ: EACQ) today announced that it intends to convene and then adjourn, without conducting any business, its special meeting of stockholders (the “Special Meeting”) t |
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| December 8, 2016 |
Financial Statements and Exhibits, Other Events 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): December 8, 2016 (December 8, 2016) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or other jurisdiction of inc |
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| December 8, 2016 |
Easterly Acquisition FORM 8-K (Prospectus) 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): December 8, 2016 (December 8, 2016) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or other jurisdiction of inc |
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| December 8, 2016 |
EASTERLY ACQUISITION CORP. ANNOUNCES INTENT TO ADJOURN SPECIAL MEETING OF STOCKHOLDERS EX-99.1 2 v454666ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 EASTERLY ACQUISITION CORP. ANNOUNCES INTENT TO ADJOURN SPECIAL MEETING OF STOCKHOLDERS New York, NY and Boston, MA – December 8, 2016 – Easterly Acquisition Corp. (“Easterly”) (NASDAQ: EACQ) today announced that it intends to convene and then adjourn, without conducting any business, its special meeting of stockholders (the “Special Meeting”) t |
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| November 22, 2016 |
EASTERLY ACQUISITION CORP. ANNOUNCES ADJOURNMENT OF SPECIAL MEETING OF STOCKHOLDERS Exhibit 99.1 EASTERLY ACQUISITION CORP. ANNOUNCES ADJOURNMENT OF SPECIAL MEETING OF STOCKHOLDERS New York, NY and Boston, MA ? November 22, 2016 ? Easterly Acquisition Corp. (?Easterly?) (NASDAQ: EACQ) today 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 busi |
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| November 22, 2016 |
Financial Statements and Exhibits, Other Events 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): November 22, 2016 (November 22, 2016) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or other jurisdiction of i |
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| November 22, 2016 |
EASTERLY ACQUISITION CORP. ANNOUNCES ADJOURNMENT OF SPECIAL MEETING OF STOCKHOLDERS EX-99.1 2 v453706ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 EASTERLY ACQUISITION CORP. ANNOUNCES ADJOURNMENT OF SPECIAL MEETING OF STOCKHOLDERS New York, NY and Boston, MA – November 22, 2016 – Easterly Acquisition Corp. (“Easterly”) (NASDAQ: EACQ) today announced that it intends to convene and then adjourn, without conducting any business, its special meeting of stockholders (the “Special Meeting”) to |
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| November 22, 2016 |
Easterly Acquisition FORM 8-K (Prospectus) 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): November 22, 2016 (November 22, 2016) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or other jurisdiction of i |
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| November 14, 2016 |
Easterly Acquisition FORM 10-Q (Quarterly Report) 10-Q 1 v45128310q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| November 9, 2016 |
424B3 1 v452365424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-212590 PROPOSED BUSINESS COMBINATION YOUR VOTE IS VERY IMPORTANT To the stockholders of Sungevity, Inc. and Easterly Acquisition Corp.: On behalf of the boards of directors of Sungevity, Inc. (“Sungevity”) and Easterly Acquisition Corp. (“Easterly”), we are pleased to deliver to you this joint proxy and consent so |
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| November 7, 2016 |
S-4/A 1 v452234s4a.htm S-4/A As filed with the Securities and Exchange Commission on November 7, 2016 File No: 333-212590 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 6770 47-3864814 (State or other |
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| November 7, 2016 |
CORRESP 1 filename1.htm Easterly Acquisition Corp. 375 Park Avenue, 21st Floor New York, NY 10152 November 7, 2016 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Easterly Acquisition Corp. Registration Statement on Form S-4 (File No. 333-212590) Request for Acceleration of Effective Date Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and |
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| November 4, 2016 |
Easterly Acquisition 425 (Prospectus) November 2016 NO OFFER OR SOLICITATION The information in this communication 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 pursuant 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. |
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| November 3, 2016 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 v4521328k.htm FORM 8-K 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): November 3, 2016 (November 3, 2016) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State |
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| November 3, 2016 |
FORM OF AMENDED AND RESTATED VOTING AGREEMENT Exhibit 10.1 FORM OF AMENDED AND RESTATED VOTING AGREEMENT This Amended and Restated Voting Agreement (this ?Agreement?) is made as of November 3, 2016 by and between Easterly Acquisition Corp., a Delaware corporation (?Parent?) and the undersigned Sungevity, Inc. (the ?Company?) stockholder (?Company Stockholder?). WHEREAS, concurrently with the execution of this Agreement, Parent, Solaris Merger |
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| November 3, 2016 |
AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGER EX-2.1 2 v452132ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 2 (this “Amendment”), dated as of November 3, 2016, to the Agreement and Plan of Merger, dated as of June 28, 2016 and as amended by Amendment No. 1 dated as of September 20, 2016 (the “Agreement”), is made by and among SUNGEVITY, INC., a Delaware corporation (the “Company”), EA |
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| November 3, 2016 |
AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGER EX-2.1 2 v452132ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 2 (this “Amendment”), dated as of November 3, 2016, to the Agreement and Plan of Merger, dated as of June 28, 2016 and as amended by Amendment No. 1 dated as of September 20, 2016 (the “Agreement”), is made by and among SUNGEVITY, INC., a Delaware corporation (the “Company”), EA |
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| November 3, 2016 |
Easterly Acquisition FORM 8-K (Prospectus) 425 1 v4521328k.htm FORM 8-K 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): November 3, 2016 (November 3, 2016) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State |
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| November 3, 2016 |
FORM OF AMENDED AND RESTATED VOTING AGREEMENT EX-10.1 3 v452132ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 FORM OF AMENDED AND RESTATED VOTING AGREEMENT This Amended and Restated Voting Agreement (this “Agreement”) is made as of November 3, 2016 by and between Easterly Acquisition Corp., a Delaware corporation (“Parent”) and the undersigned Sungevity, Inc. (the “Company”) stockholder (“Company Stockholder”). WHEREAS, concurrently with the execution |
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| November 3, 2016 |
S-4/A 1 v451441s4a.htm S-4/A As filed with the Securities and Exchange Commission on November 3, 2016 File No: 333-212590 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 6770 47-3864814 (State or other |
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| November 1, 2016 |
CORRESP 1 filename1.htm Hogan Lovells US LLP 875 Third Avenue New York, NY 10022 T +1 212 918 3000 F +1 212 918 3100 www.hoganlovells.com November 1, 2016 VIA EDGAR AND COURIER Terence O’Brien Accounting Branch Chief Office of Manufacturing and Construction Division of Corporation Finance United States Securities and Exchange Commission 100 F Street NE Washington, DC 20549 Re: Easterly Acquisition |
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| October 24, 2016 |
Financial Statements and Exhibits, Other Events 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): October 24, 2016 EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or other jurisdiction of incorporation) (Commis |
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| October 24, 2016 |
EASTERLY ACQUISITION CORP. ANNOUNCES RECORD DATE FOR SPECIAL MEETING EX-99.1 2 v451046ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 EASTERLY ACQUISITION CORP. ANNOUNCES RECORD DATE FOR SPECIAL MEETING New York, NY and Boston, MA – October 24, 2016 – Easterly Acquisition Corp. (“Easterly”) (NASDAQ: EACQ) today announced that October 26, 2016 is the record date for Easterly’s special meeting (the “special meeting”) to be held in connection with the previously announced busine |
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| October 24, 2016 |
EASTERLY ACQUISITION CORP. ANNOUNCES RECORD DATE FOR SPECIAL MEETING Exhibit 99.1 EASTERLY ACQUISITION CORP. ANNOUNCES RECORD DATE FOR SPECIAL MEETING New York, NY and Boston, MA ? October 24, 2016 ? Easterly Acquisition Corp. (?Easterly?) (NASDAQ: EACQ) today announced that October 26, 2016 is the record date for Easterly?s special meeting (the ?special meeting?) to be held in connection with the previously announced business combination between Easterly and Sunge |
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| October 24, 2016 |
Easterly Acquisition FORM 8-K (Prospectus) 425 1 v4510468k.htm FORM 8-K 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): October 24, 2016 EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or other jurisdict |
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| October 21, 2016 |
As filed with the Securities and Exchange Commission on October 21, 2016 File No: 333-212590 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 21, 2016 |
CORRESP 1 filename1.htm Pamela Long U.S. Securities and Exchange Commission October 21, 2016 Page 1 Hogan Lovells US LLP 875 Third Avenue New York, NY 10022 T +1 212 918 3000 F +1 212 918 3100 www.hoganlovells.com October 21, 2016 VIA EDGAR AND COURIER Pamela Long Assistant Director Division of Corporation Finance United States Securities and Exchange Commission 100 F Street NE Washington, DC 2054 |
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| October 18, 2016 |
Easterly Acquisition FORM 425 (Prospectus) October 2016 NO OFFER OR SOLICITATION The information in this communication 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 pursuant 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. |
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| September 30, 2016 |
As filed with the Securities and Exchange Commission on September 29, 2016 File No: 333-212590 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 29, 2016 |
EACQ / Easterly Acquisition Corp. / Birch Grove Capital LP - AMENDMENT NO. 2 Passive Investment SC 13G/A 1 eh160094213ga2-easterly.htm AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Easterly Acquisition Corp. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 27616L 102 (CUSIP Number) September 29, 2016 (Date of Event Which Requires Filing of t |
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| September 29, 2016 |
Hogan Lovells US LLP 875 Third Avenue New York, NY 10022 T +1 212 918 3000 F +1 212 918 3100 www. |
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| September 21, 2016 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): September 21, 2016 (September 20, 2016) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or other jurisdiction of |
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| September 21, 2016 |
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER EX-2.1 2 v449152ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 1 (this “Amendment”), dated as of September 20, 2016, to the Agreement and Plan of Merger, dated as of June 28, 2016 (the “Agreement”), is made by and among SUNGEVITY, INC., a Delaware corporation (the “Company”), EASTERLY ACQUISITION CORP., a Delaware corporation (“Parent”), SO |
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| September 21, 2016 |
Easterly Acquisition 8-K (Prospectus) 425 1 v4491528k.htm 8-K 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): September 21, 2016 (September 20, 2016) EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State |
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| September 21, 2016 |
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER EX-2.1 2 v449152ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 1 (this “Amendment”), dated as of September 20, 2016, to the Agreement and Plan of Merger, dated as of June 28, 2016 (the “Agreement”), is made by and among SUNGEVITY, INC., a Delaware corporation (the “Company”), EASTERLY ACQUISITION CORP., a Delaware corporation (“Parent”), SO |
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| August 15, 2016 |
Easterly Acquisition FORM 10-Q (Quarterly Report) 10-Q 1 v44589610q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| August 2, 2016 |
Easterly Acquisition 425 (Prospectus) 1 INVESTOR PRESENTATION August 2016 Filed by Easterly Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Sungevity, Inc. Commission File No.: 132-02806 2 NO OFFER OR SOLICITATION The information in this communication 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, n |
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| July 20, 2016 |
S-4 1 v443699s4.htm S-4 As filed with the Securities and Exchange Commission on July 19, 2016 File No: 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 6770 47-3864814 (State or other jurisdiction of incorporation or |
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| June 29, 2016 |
8-K 1 v4432158k.htm 8-K 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): June 28, 2016 EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or other jurisdiction of i |
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| June 29, 2016 |
EX-99.1 4 v443215ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 SUNGEVITY, INC. TO BECOME PUBLIC COMPANY THROUGH MERGER AGREEMENT WITH EASTERLY ACQUISITION CORP. -Easterly Validates Disruptive, Technology-Driven Business Model- -Provides Additional Access to Capital for Continued Growth and Equity Investment Pathway to the Accelerating Solar Adoption Curve- Boston, MA, Oakland, CA, and New York, NY – June 2 |
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| June 29, 2016 |
Exhibit 99.2 Investor Presentation June 2016 Exhibit 99.2 2 D ISCLAIMERS NO OFFER OR SOLICITATION The information in this communication 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 pursuant to or in connection with the pro |
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| June 29, 2016 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among SUNGEVITY, INC., EASTERLY ACQUISITION CORP., SOLARIS MERGER SUB INC. And SHAREHOLDER REPRESENTATIVE SERVICES LLC, solely in its capacity as Sellers Representative Dated as of June 28, 2016 TABLE OF CONTENTS Page Article I THE MERGER Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Certificates of Incorpora |
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| June 29, 2016 |
EX-10.1 3 v443215ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 FORM OF VOTING AGREEMENT This Voting Agreement (this “Agreement”) is made as of June 28, 2016 by and between Easterly Acquisition Corp., a Delaware corporation (“Parent”) and the undersigned Sungevity, Inc. (the “Company”) stockholder (“Company Stockholder”). WHEREAS, concurrently with the execution of this Agreement, Parent, Solaris Merger Sub |
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| June 29, 2016 |
EX-10.1 3 v443215ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 FORM OF VOTING AGREEMENT This Voting Agreement (this “Agreement”) is made as of June 28, 2016 by and between Easterly Acquisition Corp., a Delaware corporation (“Parent”) and the undersigned Sungevity, Inc. (the “Company”) stockholder (“Company Stockholder”). WHEREAS, concurrently with the execution of this Agreement, Parent, Solaris Merger Sub |
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| June 29, 2016 |
Exhibit 99.2 Investor Presentation June 2016 Exhibit 99.2 2 D ISCLAIMERS NO OFFER OR SOLICITATION The information in this communication 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 pursuant to or in connection with the pro |
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| June 29, 2016 |
Exhibit 99.1 SUNGEVITY, INC. TO BECOME PUBLIC COMPANY THROUGH MERGER AGREEMENT WITH EASTERLY ACQUISITION CORP. -Easterly Validates Disruptive, Technology-Driven Business Model- -Provides Additional Access to Capital for Continued Growth and Equity Investment Pathway to the Accelerating Solar Adoption Curve- Boston, MA, Oakland, CA, and New York, NY ? June 29, 2016 ? Sungevity, Inc. (?Sungevity?), |
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| June 29, 2016 |
EX-2.1 2 v443215ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among SUNGEVITY, INC., EASTERLY ACQUISITION CORP., SOLARIS MERGER SUB INC. And SHAREHOLDER REPRESENTATIVE SERVICES LLC, solely in its capacity as Sellers Representative Dated as of June 28, 2016 TABLE OF CONTENTS Page Article I THE MERGER Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 |
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| June 29, 2016 |
Easterly Acquisition 8-K (Prospectus) 425 1 v4432158k.htm 8-K 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): June 28, 2016 EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or other jurisdiction of i |
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| May 16, 2016 |
Easterly Acquisition FORM 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37522 EASTERLY ACQUISITION CO |
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| March 30, 2016 |
Easterly Acquisition FORM 10-K (Annual Report) 10-K 1 v43350610k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37 |
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| March 30, 2016 |
EXHIBIT 10.4 THIS CONVERTIBLE PROMISSORY NOTE (THIS ?NOTE?) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL |
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| February 17, 2016 |
SC 13G 1 eacq21616.htm AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 EASTERLY ACQUISITION CORP (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 27616L102 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of this Statement) Check the |
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| February 16, 2016 |
EACQ / Easterly Acquisition Corp. / Birch Grove Capital LP - AMENDMENT NO. 1 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 16, 2016 |
EACQ / Easterly Acquisition Corp. / Polar Asset Management Partners Inc. - SC 13G Passive Investment SC 13G 1 schedule13geasterly.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Easterly Acquisition Corp. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 27616L102 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appro |
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| February 16, 2016 |
SC 13G 1 p16-0632sc13g.htm 16-0632 EASTERLY ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* Under the Securities Exchange Act of 1934 EASTERLY ACQUISITION CORP. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 27616L102 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of This Statement) Check th |
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| February 11, 2016 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* Easterly Acquisition Corp (Name of Issuer) Common Stock (Title of Class of Securities) 27616L201 (CUSIP Number) December 31st, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| February 11, 2016 |
EX-99.1 2 d137413dex991.htm EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of common stock, of Easterly Acquisition Corp, is being filed, and all amendments thereto wil |
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| September 17, 2015 |
Easterly Acquisition 8-K (Current Report/Significant Event) 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): September 17, 2015 EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or other jurisdiction of incorporation) (Comm |
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| September 17, 2015 |
Exhibit 99.1 Easterly Acquisition Corp. Announces the Separate Trading of its Common Stock and Warrants Commencing September 21, 2015 BOSTON, SEPTEMBER 17, 2015 ? Easterly Acquisition Corp. (Nasdaq: EACQU) (?Easterly? or ?the Company?) today announced the separate trading of common stock and warrants underlying the units sold in its initial public offering on July 30, 2015 will commence on or abou |
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| September 3, 2015 |
EACQ / Easterly Acquisition Corp. / Birch Grove Capital LP - SCHEDULE 13G Passive Investment SC 13G 1 eh150114113g-easterly.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Easterly Acquisition Corp. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 27616L 102 (CUSIP Number) August 4, 2015 (Date of Event Which Requires Filing of this Statemen |
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| August 10, 2015 |
EX-10.7 11 v417555ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 4, 2015, by and between EASTERLY ACQUISITION CORP., a Delaware corporation (the “Company”), and James Hauslein (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or i |
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| August 10, 2015 |
EX-10.8 12 v417555ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 4, 2015, by and between EASTERLY ACQUISITION CORP., a Delaware corporation (the “Company”), and David Knowlton (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or i |
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| August 10, 2015 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EASTERLY ACQUISITION CORP. July 28, 2015 Easterly Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Easterly Acquisition Corp.?. The original certificate of incorporation was filed with the Secretary o |
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| August 10, 2015 |
Exhibit 4.1 WARRANT AGREEMENT Dated as of July 29, 2015 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of July 29, 2015, is by and between Easterly Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ?Warrant Agent?, also referred to herein as the ?Transfer Agent?). WHEREAS, it is proposed tha |
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| August 10, 2015 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) Exhibit 99.3 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknow |
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| August 10, 2015 |
Exhibit 99.1 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 29, 2015, is made and entered into by and among Easterly Acquisition Corp., a Delaware corporation (the “Company”) and Easterly Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”, together with any person or entity who hereafter becomes a party to this Agree |
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| August 10, 2015 |
EX-10.3 7 v417555ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of July 29, 2015 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Easterly Acquisition Corp., a Delaware corporation (the “Company”), and Easterly Acquisition Sponsor, |
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| August 10, 2015 |
Easterly Acquisition Corp. 18,000,000 Units1 Common Stock UNDERWRITING AGREEMENT EX-1.1 2 v417555ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 Easterly Acquisition Corp. 18,000,000 Units1 Common Stock Warrants UNDERWRITING AGREEMENT New York, New York July 29, 2015 Citigroup Global Markets Inc. As Representative of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Easterly Acquisition Corp., a corporation organi |
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| August 10, 2015 |
INVESTMENT MANAGEMENT TRUST AGREEMENT Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of July 29, 2015 by and between Easterly Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, Registration Statem |
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| August 10, 2015 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of July 29, 2015, is made and entered into by and among Easterly Acquisition Corp., a Delaware corporation (the ?Company?) and Easterly Acquisition Sponsor, LLC, a Delaware limited liability company (the ?Sponsor?, together with any person or entity who hereafter becomes a party to this Agree |
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| August 10, 2015 |
Financial Statements and Exhibits, Other Events 8-K 1 v4175558k.htm FORM 8K 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): July 29, 2015 EASTERLY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-37522 47-3864814 (State or other jurisdiction |
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| August 10, 2015 |
EX-10.6 10 v417555ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 4, 2015, by and between EASTERLY ACQUISITION CORP., a Delaware corporation (the “Company”), and Jurgen Lika (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in o |
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| August 10, 2015 |
EX-99.2 3 ex99-2.htm EXHIBIT 99.1 - LETTER AGREEMENT Exhibit 99.2 July 29, 2015 Easterly Acquisition Corp. 138 Conant Street Beverly, MA 01915 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Easterl |
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| August 10, 2015 |
EX-10.5 9 v417555ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 4, 2015, by and between EASTERLY ACQUISITION CORP., a Delaware corporation (the “Company”), and Darrell Crate (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in |
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| August 10, 2015 |
SC 13D 1 sc13d.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Easterly Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 27616L 102 (CUSIP Number) Avshalom Kalichstein Easterly Acquisition Corp. 138 Conant Street Beverly, MA 01 |
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| August 10, 2015 |
Exhibit 10.4 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of August 4, 2015, by and between EASTERLY ACQUISITION CORP., a Delaware corporation (the ?Company?), and Avshalom Kalichstein (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are p |
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| July 31, 2015 |
As filed Pursuant to Rule 424(b)(4) Registration No. 333-203975 and 333-205941 P R O S P E C T U S $180,000,000 Easterly Acquisition Corp. 18,000,000 Units Easterly Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more busines |
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| July 29, 2015 |
Unassociated Document POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Gregg Noel with Skadden, Arps, Slate, Meagher & Flom LLP, a law firm having its principal office located at 4 Times Square, New York, NY 10036, or any of them signing singly, and with full power of substitution, the undersigned?s true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned?s name and on the undersigned?s behalf, and submit to the U. |
