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~~August 2910, 2018 (~~June~~August 286, 2018)

EASTERLY ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-37522	47-3864814
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

375 Park Avenue, 21st Floor
205 Hudson Street, 7th Floor
New York, New York	~~10152~~10013
(Address of principal executive offices)	(Zip Code)

(646) 712-8300

(Registrant’s telephone number, including area code)

~~Not~~375 ~~Applicable~~Park Avenue, 21st Floor New York, New York 10152

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x¨ Written communication 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-commencements 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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13.01. ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement.~~Rule or Standard; Transfer of Listing

OnAs ~~June~~previously 28disclosed, ~~2018, in~~ ~~connection with the Special Meeting of Stockholders held~~ on ~~June~~April 282, 2018 ~~(the “Special Meeting”)~~, Easterly Acquisition Corp., a Delaware corporation (the “Company”), ~~and~~received ~~Continental~~a ~~Stock~~letter ~~Transfer & Trust Company~~ (the “~~Continental~~Notification Letter”) ~~entered~~from ~~into~~the ~~Amendment No.~~staff 4of to the ~~Amended~~Listing ~~and~~Qualifications ~~Restated~~Department ~~Investment Management Trust Agreement, dated as~~ of ~~October~~The ~~13,~~Nasdaq ~~2015,~~Stock asMarket ~~amended~~(“NASDAQ”) ~~by Amendment~~notifying ~~Nos.~~the 1,Company 2that ~~and~~the 3,Company ~~dated~~no ~~August~~longer 1,complied ~~2017,~~with ~~December~~NASDAQ ~~14,~~Listing ~~2017~~Rule ~~and March 29, 2018, respectively, by and between the Company and Continental~~ 5550(~~the “Trust Agreement”~~a),(3) ~~pursuant~~for tocontinued ~~which~~listing ~~the~~due ~~date~~to onits ~~which~~failure to have ~~commence~~a ~~liquidating~~minimum ~~the~~of ~~trust~~300 ~~account~~public ~~(the~~holders ~~“Trust Account”)~~of ~~established in connection with~~ the Company’s ~~initial~~common ~~public~~stock. ~~offering~~The inCompany ~~the~~submitted ~~event~~to ~~the~~NASDAQ ~~Company~~a ~~has~~plan ~~not~~to ~~consummated~~regain compliance aand ~~business~~was ~~combination~~granted ~~was~~an ~~extended~~extension ~~from~~until ~~June~~July 3029, 2018 ~~(the~~to ~~“Current~~regain ~~Termination~~compliance ~~Date”)~~with toNASDAQ ~~November~~Listing ~~30,~~Rule ~~2018~~ 5550(~~the “Extended Termination Date”~~a)(3). ~~A copy of the Trust Amendment is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.~~

~~Item~~On ~~5.03.~~August ~~Amendments~~6, 2018, the Company received a letter (the “Determination Letter”) from NASDAQ notifying the Company that the Company did not satisfy the terms of the extension as it failed to ~~Articles~~submit documentation demonstrating that its common stock and units have a minimum of ~~Incorporation~~300 public holders. In addition, NASDAQ IM-5101-2 requires that a special purpose acquisition company must complete one or ~~Bylaws~~more business combinations within 36 months of the effectiveness of its IPO registration statement. Since the Company’s registration statement became effective on July 29, 2015, it was required by NASDAQ IM-5101-2 to complete its initial business combination no later than July 29, 2018. The Company has not completed a business combination within the timeframe specified. Accordingly, NASDAQ has initiated procedures to delist the Company’s securities from The Nasdaq Stock Market. As described below, the Company may appeal this determination.

OnThe ~~June~~Company ~~28,~~intends to ~~2018,~~appeal ~~in connection~~NASDAQ’s ~~with~~decision to a NASDAQ Hearing Panel. If the ~~Special~~Company ~~Meeting~~timely appeals, the Company’s ~~filed~~securities ~~with~~would remain ~~the~~listed ~~Secretary~~pending ofsuch ~~State~~Panel’s ofdecision and the ~~State~~Company’s ofcommon ~~Delaware~~stock, anunits ~~amendment~~and ~~(the~~warrants ~~“Charter Amendment”)~~would continue to trade on the ~~Company’s~~NASDAQ ~~Amended~~Capital ~~and~~Market ~~Restated~~under ~~Certificate~~the ofsymbols ~~Incorporation~~“EACQ”, ~~(the~~“EACQU” and “~~Charter~~EACQW”), ~~pursuant~~respectively. The toDetermination ~~which~~Letter ~~the~~does ~~date~~not onimpact ~~which~~ the Company’s ~~has~~obligation to ~~consummate~~file aperiodic ~~business~~reports ~~combination~~and ~~was~~other ~~extended~~reports ~~from~~with the ~~Current Termination Date~~Securities toand ~~the~~Exchange ~~Extended~~Commission ~~Termination~~under ~~Date.~~applicable Afederal ~~copy~~securities oflaws. ~~the~~There ~~Charter~~can ~~Amendment~~be isno ~~attached~~assurance tothat, ~~this~~if ~~Current~~the ~~Report~~Company ondoes ~~Form~~timely ~~8-K as Exhibit 3.1~~appeal, ~~and~~such ~~incorporated~~appeal ~~herein~~would bybe ~~reference~~successful.

~~Item 5.07. Submission of Matters to a Vote of Security Holders.~~SIGNATURE

AtPursuant to the ~~Special~~requirements ~~Meeting,~~of the Securities Exchange Act of 1934, the ~~Company’s~~registrant ~~stockholders~~has ~~considered~~duly caused this report to be signed on its behalf by the ~~following~~undersigned ~~proposals:~~hereunto duly authorized.

1. A proposal to approve and adopt the Charter Amendment to the Charter to extend the date by which the Company has to consummate a business combination (the “Extension”) for an additional 153 days from the Current Termination Date to the Extended Termination Date. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:

	Easterly Acquisition Corp.

Date: August 10, 2018	By:	/s/ Avshalom Kalichstein
	Name:	Avshalom Kalichstein
	Title:	Chief Executive Officer

For		Against		Abstain		Broker Non-Votes
18,704,270		0		0		0

In connection with this vote, the holders of 807,170 shares of the Company’s common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.32 per share, for an aggregate redemption amount of approximately $8.3 million, in connection with the Extension.

The information included in Item 5.03 is incorporated by reference in this item to the extent required herein.

2. A proposal to amend the Trust Agreement to extend the date on which to commence liquidating the Trust Account by the Extended Termination Date. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:

For		Against		Abstain		Broker Non-Votes
18,704,270		0		0		0

The information included in Item 1.01 is incorporated by reference in this item to the extent required herein.

Item 7.01. Regulation FD Disclosure.

On June 29, 2018, the Company issued a press release announcing the results of the Special Meeting, including the approval of the Charter Amendment and the Trust Amendment. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

The foregoing, Exhibit 99.1, and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibits
3.1		Amendment to Amended and Restated Certificate of Incorporation.
10.1		Amendment No. 4, dated as of June 28, 2018, to the Amended and Restated Investment Management Trust Agreement, dated as of October 13, 2015, as amended by Amendment Nos. 1, 2 and 3, dated August 1, 2017, December 14, 2017 and March 29, 2018, respectively, by and between Easterly Acquisition Corp. and Continental Stock Transfer & Trust Company.
99.1		Press Release, dated June 29, 2018.

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.

	Easterly Acquisition Corp.
Date: June 29, 2018	By:	/s/ Avshalom Kalichstein
	Name:	Avshalom Kalichstein
	Title:	Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description of Exhibits
3.1		Amendment to Amended and Restated Certificate of Incorporation.
10.1		Amendment No. 4, dated as of June 28, 2018, to the Amended and Restated Investment Management Trust Agreement, dated as of October 13, 2015, as amended by Amendment Nos. 1, 2 and 3, dated August 1, 2017, December 14, 2017 and March 29, 2018, respectively, by and between Easterly Acquisition Corp. and Continental Stock Transfer & Trust Company.
99.1		Press Release, dated June 29, 2018.

Filing Compare · Easterly Acquisition Corp.