UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~

~~FORM 8-K~~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~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event reported):~~of ~~February 5, 2018 (February 2, 2018)~~1934

~~Electrum Special~~Date ~~Acquisition~~of ~~Corporation~~Report (~~Exact~~Date ~~Name~~ of ~~Registrant~~earliest asevent reported): ~~Specified~~May in9, ~~Charter)~~2018

———————————

British Virgin Islands	001-37421	N/A
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification Number)

ELECTRUM SPECIAL ACQUISITION CORPORATION

700 Madison Avenue, 5th Floor
New York, NY	10065
(Address of principal executive offices)	(Zip code)

(Exact name of registrant as specified in its charter)

(646) 365-1600 (Registrant’s telephone number, including area code)

Not Applicable (Former name or former address, if changed since last report)

———————————

British Virgin Islands	001-37421	N/A
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging growth company x

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 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

On ~~February~~ 2May 9, 2018, inESAC ~~connection~~Holdings ~~with~~LLC ~~the~~notified Electrum Special ~~Meeting~~Acquisition inCorporation ~~lieu~~(the of“Company”) that it will cease making contributions to the ~~2018~~Company’s ~~Annual~~trust ~~General~~account ~~Meeting~~as ofdescribed ~~Shareholders~~in (the ~~“Special~~Company’s Current Report on Form 8-K filed ~~Meeting”),~~with ~~Electrum~~the ~~Special~~Securities ~~Acquisition~~and ~~Corporation~~Exchange Commission (the “~~Company~~SEC”) ~~and~~on ~~Continental~~January ~~Stock~~22, ~~Transfer~~2018. &Accordingly, ~~Trust Company~~there ~~(“Continental”)~~will ~~entered~~be ~~into~~no ~~the~~contribution of ~~Trust~~$0.035 ~~Amendment~~per public share (as defined below), ~~pursuant~~for tothe ~~which~~calendar ~~the~~month ~~date~~ended onJune ~~which~~5, 2018. The Company intends to dissolve and liquidate ~~commence~~in ~~liquidation~~accordance ofwith ~~the~~its ~~trust~~Amended ~~account~~and Restated Memorandum and Articles of Association (the “~~Trust~~Memorandum ~~Account~~and Articles of Association”), including ~~established~~the inredemption ~~connection~~of ~~with~~all ~~the~~of ~~Company’s initial~~its ~~public~~outstanding ~~offering~~ordinary inshares (the ~~event~~“public ~~the~~shares”) ~~Company~~that ~~has~~were ~~not~~included ~~consummated~~in athe units ~~business~~issued ~~combination~~in ~~was~~its ~~extended~~initial ~~from~~public ~~February 5~~offering, ~~2018 to~~as soon as possible after June 5, 2018. AThe ~~copy~~Company ofestimates that the ~~Trust~~per-share ~~Amendment~~redemption price isfor ~~attached~~the topublic ~~this~~shares ~~Current~~will ~~Report~~be onapproximately ~~Form 8-K as Exhibit~~ $10.~~1 and incorporated herein by reference~~48.

~~Item~~As of the close of business on June 5, 2018, the public shares will be deemed cancelled and will represent only the right to receive the redemption amount.~~03.~~ ~~Amendments~~The redemption amount will be payable to ~~Articles~~the holders of ~~Incorporation~~the public shares upon presentation of their share certificates or ~~Bylaws;~~other ~~Change~~delivery of their public shares. Beneficial owners of public shares held in ~~Fiscal~~“street ~~Year~~name,” however, will not need to take any action in order to receive the redemption amount. The redemption of the public shares will be completed within ten (10) business days after June 5, 2018.

~~On February 2, 2018,~~The ~~in connection with the Special Meeting, the~~ Company ~~filed with the Registrar of Corporate Affairs in the British Virgin Islands the Company~~’s ~~Amended~~initial ~~and~~shareholders ~~Restated~~have ~~Memorandum~~waived ~~and~~their ~~Articles~~right ofto ~~Association.~~receive Adistributions ~~copy~~with ofrespect ~~the~~to ~~Amended~~their ~~and~~ordinary ~~Restated~~shares ~~Memorandum~~issued ~~and~~prior ~~Articles of Association is attached~~ to ~~this~~the ~~Current~~Company’s ~~Report~~initial onpublic ~~Form 8-K as Exhibit 3~~offering.~~1 and incorporated herein by reference.~~

~~Item~~Information ~~5.07.~~Concerning ~~Submission~~Forward-Looking ~~of Matters to a Vote of Security Holders.~~Statements

OnCertain ~~February~~information 2,contained ~~2018,~~in this Current atReport ~~the~~on ~~Special~~Form ~~Meeting,~~8-K ~~the~~may ~~Company’s~~be ~~shareholders~~deemed ~~approved~~to ~~the~~constitute ~~following~~forward-looking ~~items:~~statements ~~(i)~~within anthe ~~amendment~~meaning (of the “~~Extension~~safe ~~Amendment~~harbor”) provisions toof the ~~Company’s~~Private ~~Memorandum~~Securities ~~and~~Litigation ~~Articles~~Reform Act of ~~Association~~1995. toThese ~~extend~~forward-looking ~~the~~statements ~~date~~relate ~~by which the Company has~~ to ~~consummate~~expectations aor ~~business combination~~forecasts ~~(the “Extension”)~~ for future ~~an additional four months~~events, ~~from February 5~~including, ~~2018~~without ~~to June 5~~limitation, ~~2018 (~~the ~~“Extended Date”);~~redemption ~~(ii)~~of ~~an amendment (~~the ~~“Trust~~Company’s ~~Amendment”)~~public toshares. ~~the~~These ~~investment~~statements ~~management~~may ~~trust~~be ~~agreement, dated June 10,~~preceded ~~2015~~by, asfollowed ~~amended,~~ by ~~and~~or ~~between~~include the ~~Company~~words ~~and~~“may,” ~~Continental~~“might,” to“will,” ~~extend~~“will ~~the~~likely ~~date~~result,” “should,” on“estimate,” ~~which~~“plan,” to“project,” ~~commence~~“forecast,” ~~liquidating~~“intend,” “expect,” ~~the~~“anticipate,” ~~Trust~~“believe,” ~~Account in~~“seek,” ~~the~~“continue,” ~~event~~“target” or ~~the~~similar ~~Company~~expressions. ~~has~~Such ~~not~~statements ~~consummated~~are asubject ~~business~~to ~~combination~~certain byrisks ~~the~~and ~~Extended~~uncertainties ~~Date;~~that ~~(iii)~~could acause ~~proposal~~our toactual ~~re-elect~~results ~~(the~~in ~~“Director~~the ~~Proposal”)~~future ~~Mr.~~to ~~David~~differ W.materially ~~Peat~~from ~~and Mr. Thomas A. Ronzetti III to~~ the Company’s ~~board~~historical ofresults ~~directors,~~and ~~with~~those ~~each~~presently ~~such~~anticipated ~~director to serve until the third annual general meeting of shareholders following the Special Meeting~~ or ~~until~~projected. ~~his~~The ~~successor is elected~~Company ~~and~~wishes ~~qualified;~~to ~~and~~caution ~~(iv)~~investors anot ~~proposal~~ to ~~ratify~~place ~~the~~undue ~~selection~~reliance byon ~~the~~any ~~Company’s~~such ~~Audit~~forward-looking ~~Committee~~statements. ofAny ~~WithumSmith+Brown,~~forward-looking PCstatements tospeak ~~serve~~only as of the ~~Company’s~~date ~~independent~~on ~~registered~~which ~~public~~such ~~accounting~~statements ~~firm~~are ~~for the fiscal years ending November 30~~made, ~~2017~~ and ~~2018~~ (the ~~“Auditor~~Company ~~Proposal”).~~undertakes ~~The~~no ~~affirmative~~obligation ~~vote~~to ofupdate atsuch ~~least 65% of the Company’s shares attending the Special~~statements ~~Meeting~~to inreflect ~~person~~events or bycircumstances ~~proxy~~arising ~~and~~after ~~voting~~such ondate. ~~the~~The ~~Extension~~Company ~~Amendment~~assumes ~~was~~no ~~required~~obligation to ~~approve~~update ~~the~~forward-looking ~~Extension~~statements except ~~Amendment,~~to ~~and~~ the ~~affirmative vote~~extent ofrequired atby ~~least~~applicable asecurities ~~majority~~laws. ofIf the Company’s ~~shares~~does ~~attending~~update ~~the~~one ~~Special Meeting in person~~ or bymore ~~proxy~~forward-looking ~~and voting on the~~statements, ~~Trust~~no ~~Amendment,~~inference ~~Director~~should ~~Proposal~~be ~~and~~drawn ~~Auditor~~that ~~Proposal was required to approve~~ the ~~Trust~~Company ~~Amendment,~~will ~~Director~~make ~~Proposal~~additional ~~and~~updates ~~Auditor Proposal.~~with ~~The~~respect ~~purpose of the Extension was~~ to ~~allow~~those ~~the~~or ~~Company~~other ~~more~~forward-looking ~~time to complete a business combination transaction~~statements.

2 SIGNATURE

~~Following~~Pursuant ~~redemptions of~~to ~~657,599 of~~ the ~~Company’s shares in connection with the Extension, a total~~ requirements of ~~approximately $127.8 million will remain in~~ the ~~Trust~~Securities ~~Account.~~Exchange InAct ~~connection with the approval~~ of ~~the Extension Amendment and the Trust Amendment~~1934, the ~~Company’s~~registrant ~~sponsor, ESAC~~has ~~Holdings~~duly ~~LLC,~~caused ~~has~~this ~~agreed~~report to ~~contribute~~be tosigned ~~the Company as a loan $0.035 for each public share that was not redeemed, for each calendar month (commencing~~ on ~~February~~its ~~10,~~behalf ~~2018 and on the 10th day of each subsequent month), or portion thereof, that is needed~~ by the ~~Company to complete a business combination from February 10, 2018 until the Extended Date (the “Contribution”).~~undersigned ~~The~~hereunto ~~Contributions~~duly ~~will increase the pro rata portion of the funds available in the Trust Account in the event of the consummation of a business combination or a liquidation from approximately $10~~authorized.33 per share to approximately $10.47 per share, assuming the Company takes the entire time through June 5, 2018 to complete a business combination or liquidate. The Company’s sponsor will have sole discretion to determine whether to continue extending for additional calendar months until the Extended Date, and if the Company’s sponsor determines not to continue extending for additional calendar months, its obligation to make additional Contributions will terminate and the Company will dissolve and liquidate in accordance with its Memorandum and Articles of Association.

~~Set~~ELECTRUM ~~forth~~SPECIAL ~~below~~ACQUISITION ~~are the~~CORPORATION ~~final~~By: ~~voting~~/s/ ~~results~~Eric ~~for~~N. ~~each~~Vincent ofName: ~~the~~Eric ~~proposals~~N. Vincent Title: Chief Executive Officer

~~Extension~~Date: May 10, ~~Amendment~~2018

The Extension Amendment was approved. The voting results of the shares of the Company were as follows:

For		Against		Abstentions
13,495,756		68,000		0

Trust Amendment

The Trust Amendment was approved. The voting results of the shares of the Company were as follows:

For		Against		Abstentions
13,495,756		68,000		0

Director Proposal

The proposal to re-elect two directors, David W. Peat and Thomas A. Ronzetti III, to the Boar was approved. The voting results of the shares of the Company were as follows:

Director	Votes For	Votes Against
David W. Peat	13,563,745	11
Thomas A. Ronzetti III	13,563,745	11

Auditor Proposal

The Auditor Proposal was approved. The voting results of the shares of the Company were as follows:

For		Against		Abstentions
13,658,283		1		0

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Amended and Restated Memorandum and Articles of Association of Electrum Special Acquisition Corporation
10.1		Amendment No. 3 dated as of February 2, 2018, to the Investment Management Trust Agreement, dated as of June 10, 2015, as amended, by and between Electrum Special Acquisition Corporation and Continental Stock Transfer & Trust Company

EXHIBIT INDEX

Exhibit No.		Description
3.1		Amended and Restated Memorandum and Articles of Association of Electrum Special Acquisition Corporation
10.1		Amendment No. 3 dated as of February 2, 2018, to the Investment Management Trust Agreement, dated as of June 10, 2015, as amended, by and between Electrum Special Acquisition Corporation and Continental Stock Transfer & Trust Company

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

ELECTRUM SPECIAL ACQUISITION CORPORATION By: /s/ Eric N. Vincent Name: Eric N. Vincent Title: Chief Executive Officer

Date: February 5, 2018

Filing Compare · Electrum Special Acquisition Corp