Current Report Filing (8-k)
09 December 2017 - 8:09AM
Edgar (US Regulatory)
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 4, 2017
ELECTRUM SPECIAL ACQUISITION CORPORATION
(Exact name of registrant as specified in
its charter)
British Virgin Islands
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001-37421
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N/A
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(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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700 Madison Avenue, 5th Floor
New York, New York 10065
(Address of Principal Executive Offices)
(Zip Code)
(646) 365-1600
(Registrant’s Telephone Number, Including
Area Code)
Not Applicable
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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¨
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2).
Emerging growth company
þ
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
¨
Item 3.01. Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
December 4, 2017, Electrum Special Acquisition Corporation (the “Company”) received a written notice (the “Notice”)
from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not
in compliance with Listing Rule 5620(a) (the “Annual Meeting Rule”), which requires the Company to hold an annual meeting
of shareholders no later than one year after the end of the Company’s fiscal year-end for continued listing on the NASDAQ
Capital Market. The Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing
or trading of the Company’s securities on the NASDAQ Capital Market
.
The Notice states that
the Company has 45 calendar days to submit a plan to regain compliance with
the
Annual
Meeting Rule. The Company intends to submit a plan to regain compliance with the Annual Meeting Rule within the required timeframe.
If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the fiscal
year-end, or until May 29, 2018, to regain compliance with the Annual Meeting Rule. If Nasdaq does not accept the Company’s
plan, the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel.
Information Concerning Forward-Looking Statements
The Company makes forward-looking
statements in this report within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements
relate to expectations or forecasts for future events. These statements may be preceded by, followed by or include the words “may,”
“might,” “will,” “will likely result,” “should,” “estimate,” “plan,”
“project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,”
“seek,” “continue,” “target” or similar expressions. These forward-looking statements are based
on information available to the Company as of the date of this report and involve substantial risks and uncertainties. Actual results
may vary materially from those expressed or implied by the forward-looking statements herein due to a variety of factors, including
the Company’s ability to submit a plan to regain compliance satisfactory to Nasdaq; the Company’s ability to hold an
annual meeting of shareholders; and other risks and uncertainties set forth in our reports filed with the Securities and Exchange
Commission. The Company does not undertake any obligation to update forward-looking statements as a result of new information,
future events or developments or otherwise.
Additional factors that
could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in the
annual report on Form 10-K for the fiscal year ended November 30, 2016 and quarterly report on Form 10-Q for the quarterly period
ended August 31, 2017, which are available, free of charge, at the SEC’s website at www.sec.gov.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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ELECTRUM SPECIAL ACQUISITION CORPORATION
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By:
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/s/ Eric N. Vincent
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Name: Eric N. Vincent
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Title: Chief Executive Officer
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Date: December 8, 2017
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