As previously announced,
Electrum
Special Acquisition Corporation (the “Company”)
intends to dissolve and liquidate in accordance with its Amended
and Restated Memorandum and Articles of Association (the “Memorandum and Articles of Association”), including the
redemption of all of its outstanding ordinary shares (the “public shares”) that were included in the units issued
in its initial public offering, as soon as possible after June 5, 2018 (the “Final Redemption Date”)
because
the Company will not be able to consummate an initial business combination within the time period required by its Memorandum and
Articles of Association.
In
order to provide for the disbursement of funds from the Company’s trust account (the “trust account”) established
in connection with the Company’s initial public offering prior to the Final Redemption Date, the Company has instructed the
trustee (the “trustee”) of the trust account to immediately liquidate the trust account. The proceeds of the trust
account will be held in a noninterest-bearing account while awaiting disbursement to the holders of the public shares. Holders
of public shares may redeem their shares for their
pro rata
portion of the proceeds of the trust account by delivering their
public shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent (the “transfer agent”),
as soon as possible and in any event prior to 5:00 p.m., eastern time, on either May 23, 2018 or May 30, 2018 (each, an “Early
Redemption Deadline”) in accordance with the directions below. The Company expects that holders that properly deliver their
public shares to the transfer agent for cancellation prior to an Early Redemption Deadline will receive their pro rata portion
of the proceeds of the trust account by no later than the close of business the following day.
The
Company estimates that the per-share redemption price for the public shares will be approximately $10.47.
All
public shares that are not delivered to the transfer agent for cancellation prior to either Early Redemption Deadline will be redeemed
in accordance with the Company’s Memorandum and Articles of Association within ten business days after June 5, 2018. Shareholders
holding public shares as of the close of business on June 6, 2018 will be entitled to receive the redemption amount for such public
shares.
Once
delivered to the transfer agent, public shares submitted for redemption may not be withdrawn as the transfer agent may redeem public
shares that have been properly delivered prior to an Early Redemption Deadline at any time. Such public shares will be deemed cancelled
upon payment of the redemption amount.
All
outstanding public shares will cease trading as of the close of business on June 5, 2018 in order to allow time for the settlement
of trades. As of the close of business on June 6, 2018, the public shares will be deemed cancelled and will represent only the
right to receive the redemption amount.
The
redemption amount will be payable to the holders of the public shares (including the public shares included in the Company’s
units) upon presentation of their share or unit certificates or other delivery of their shares or units. Beneficial owners of public
shares held in “street name,” however, will not need to take any action in order to receive the redemption amount within
ten business days of June 5, 2018.
There
will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.
The Company’s initial shareholders have waived their right to receive distributions with respect to their ordinary shares
issued prior to the Company’s initial public offering.
Information Concerning Forward-Looking Statements
Certain information contained in this Current
Report on Form 8-K may be deemed to constitute forward-looking statements within the meaning of the “safe harbor” provisions
of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations or forecasts for
future events, including, without limitation, the redemption of the Company’s public shares. 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. Such statements are subject to certain risks and uncertainties that could cause our actual results in the
future to differ materially from the Company’s historical results and those presently anticipated or projected. The Company
wishes to caution investors not to place undue reliance on any such forward-looking statements. Any forward-looking statements
speak only as of the date on which such statements are made, and the Company undertakes no obligation to update such statements
to reflect events or circumstances arising after such date. The Company assumes no obligation to update forward-looking statements
except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statements,
no inference should be drawn that the Company will make additional updates with respect to those or other forward-looking statements.
