ELECU Electrum Special Acquisition Corp. - Unit (delisted)

PROXY STATEMENT

The special meeting (the “special meeting”) of shareholders of Electrum Special Acquisition Corporation (“Electrum,” “Company,” “we,” “us” or “our”), a blank check company incorporated in the British Virgin Islands as a business company with limited liability, will be held on June 4, 2018 at 10:30 a.m., local time, at the offices of Greenberg Traurig, LLP, located at the MetLife Building, 200 Park Avenue, New York, New York 10166 to consider and vote upon the following proposals:

The Extension Amendment and the Trust Amendment proposals are essential to the overall implementation of our board of directors’ (the “Board”) plan to extend the date that Electrum has to complete a business combination. The purpose of the Extension Amendment and the Trust Amendment is to allow Electrum more time to complete an initial business combination. In the event that Electrum enters into a definitive agreement for a business combination prior to the special meeting, Electrum will issue a press release and file a Form 8-K with the Securities and Exchange Commission announcing the proposed business combination.

The affirmative vote of at least 65% of the votes of Electrum’s shares present in person or by proxy at the special meeting and voting on the Extension Amendment is required to approve the Extension Amendment and the affirmative vote of at least a majority of the votes of Electrum’s shares present in person or by proxy at the special meeting and voting on the Trust Amendment is required to approve the Trust Amendment.

On June 5, 2017, our shareholders approved a proposal to extend the date by which we have to consummate a business combination until October 8, 2017 (the “First Extension”). In connection with the First Extension, our sponsor, ESAC Holdings LLC, agreed to contribute to us as a loan $0.025 for each public share that is not redeemed, for each calendar month (commencing on June 10, 2017 and on the 10th day of each subsequent month), or portion thereof, that is needed by us to complete a business combination from June 10, 2017 until October 8, 2017. Our sponsor agreed to continue to make this contribution through February 5, 2018 in connection with our shareholders’ approval of a proposal at a special meeting held on October 5, 2017 to extend the date by which we have to consummate a business combination until February 5, 2018 (the “Second Extension”). Our sponsor agreed to increase this contribution to $0.035 for each public share that is not redeemed, for each calendar month through June 5, 2018 in connection with our shareholders’ approval of a proposal at a special meeting in lieu of the 2018 annual general meeting of shareholders on February 2, 2018 to extend the date by which we have to consummate a business combination until June 5, 2018 (the “Third Extension”). Our sponsor has informed us that it does not intend to continue to make these contributions for any period after June 5, 2018.

Holders (“public shareholders”) of Electrum’s public shares (“public shares”) may elect to redeem their shares for their pro rata portion of the funds available in the trust account in connection with the Extension Amendment and the Trust Amendment (the “Election”) regardless of how such public shareholders vote in regard to those amendments. However, the Company will not proceed with the Extension Amendment and the Trust Amendment if the redemption of public shares in connection therewith would cause the Company to have net tangible assets of less than $5,000,001. If the Extension Amendment and the Trust Amendment are approved by the requisite vote of shareholders (and not abandoned), the remaining public shareholders will retain their right to redeem their public shares for their pro rata portion of the funds available in the trust account upon consummation of the business combination when it is submitted to the shareholders.

The withdrawal of funds from the trust account in connection with the Election will reduce the amount held in the trust account following the redemption, and the amount remaining in the trust account may be significantly reduced from the approximately $128.4 million that was in the trust account as of February 28, 2018. In such event, Electrum may need to obtain additional funds to complete a business combination and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.

If the Extension Amendment and Trust Amendment proposals are not approved and we do not consummate a business combination by June 5, 2018 in accordance with the Amended and Restated Memorandum and Articles of Association, or if the Extension Amendment and Trust Amendment proposals are approved and we do not consummate a business combination by the Extended Date, we will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon not previously released to us for the payment of taxes, divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining holders of ordinary shares and the Board, dissolve and liquidate, subject (in the case of (b) and (c) above) to our obligations to provide for claims of creditors and the requirements of other applicable law.

Prior to the IPO, the holders of Electrum’s initial shares (the “initial shareholders”) waived their rights to participate in any liquidation distribution with respect to the initial shares. Electrum’s sponsor, officers and directors have waived their right to redeem their insider shares and any other ordinary shares acquired in the IPO or to participate in any liquidation distribution with respect to their insider shares. As a consequence of such waivers, a liquidating distribution will be made only with respect to the public shares. There will be no distribution from the trust account with respect to Electrum’s warrants, which will expire worthless in the event we wind up.

To protect amounts held in the trust account, Electrum Strategic Opportunities Fund L.P., or ESOF, has agreed that it will be liable to us, if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a business combination transaction agreement, reduce the amount of funds in the trust account to below $10.00 per share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, ESOF will not be responsible to the extent of any liability for such third party claims. However, ESOF may not be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. We have not independently verified whether ESOF has sufficient funds to satisfy its indemnity obligations. We believe the likelihood of ESOF having to indemnify the trust account is limited because we will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Accordingly, regardless of whether an indemnification obligation exists, the per share liquidation price for the public shares is anticipated to be approximately $10.48. Nevertheless, Electrum cannot assure you that the per share distribution from the trust account, if Electrum liquidates, will not be substantially less than $10.48 due to unforeseen claims of creditors.

In any liquidation proceedings of the company under British Virgin Islands law, the funds held in our trust account may be included in our estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any such claims deplete the trust account we may not be able to return to our public shareholders the redemption amounts payable to them.

Approval of the Trust Amendment proposal will constitute consent for Electrum to instruct the trustee to (i) remove from the trust account an amount (the “Withdrawal Amount”) equal to the pro rata portion of funds available in the trust account relating to the redeemed public shares and (ii) deliver to the holders of such redeemed public shares their pro rata portion of the Withdrawal Amount. The remainder of such funds shall remain in the trust account and be available for use by Electrum to complete a business combination on or before the Extended Date. Holders of public shares who do not redeem their public shares now, will retain their redemption rights and their ability to vote on a business combination through the Extended Date if the Extension Amendment is approved.

At the time the Extension Amendment and Trust Amendments become effective, Electrum will amend the trust account agreement to (i) permit the withdrawal of the Withdrawal Amount from the trust account and (ii) extend the date on which the trustee will liquidate the trust account to the Extended Date.

The record date for the special meeting is May 7, 2018. Record holders of Electrum shares at the close of business on the record date are entitled to vote or have their votes cast at the special meeting. On the record date, there were 17,372,473 outstanding Electrum ordinary shares, including 12,372,473 outstanding public shares. Electrum’s warrants do not have voting rights.

This proxy statement contains important information about the special meeting and the proposals. Please read it carefully and vote your shares.

This proxy statement is dated                 , 2018 and is first being mailed to shareholders on or about that date.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including the annexes to this proxy statement.

FORWARD-LOOKING STATEMENTS

This proxy statement and the documents to which we refer you in this proxy statement contain “forward-looking statements” as that term is defined by the Private Securities Litigation Reform Act of 1995, which we refer to as the Act, and the federal securities laws. Any statements that do not relate to historical or current facts or matters are forward-looking statements. You can identify some of the forward-looking statements by the use of forward-looking words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “should,” “may” and other similar expressions, although not all forward-looking statements contain these identifying words. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate a business combination, and any other statements that are not statements of current or historical facts. These forward-looking statements are based on information available to the Company as of the date of the proxy materials and current expectations, forecasts and assumptions and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date and the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

These forward-looking statements involve a number of known and unknown risks and uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

You should carefully consider these risks, in addition to the risk factors set forth in our other filings with the SEC, including the final prospectus related to our IPO dated June 10, 2015 (Registration Nos. 333-203599 and 333-204866) and our Annual Report on Form 10-K for the fiscal year ended November 30, 2017. The documents we file with the SEC, including those referred to above, also discuss some of the risks that could cause actual results to differ from those contained or implied in the forward-looking statements. See “ Where You Can Find More Information ” for additional information about our filings.

BACKGROUND

Electrum

We are a blank check company incorporated in the British Virgin Islands on December 12, 2014 as a business company with limited liability for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities.

On June 10, 2015, we consummated our IPO of 20,000,000 units, including the partial exercise of the underwriters’ over-allotment option of 2,500,000 units, with each unit consisting of one ordinary share and one warrant to purchase one half of one ordinary share. The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $200,000,000.

The units began trading on June 11, 2015 on the NASDAQ Capital Market under the symbol “ELECU.” Commencing on August 12, 2015, the securities comprising the units began separately trading. The units, ordinary shares, and warrants are trading on the NASDAQ Stock Market under the symbols “ELECU,” “ELEC” and “ELECW,” respectively.

Prior to our IPO, our sponsor purchased an aggregate of 3,737,500 insider shares for an aggregate purchase price of $25,000. On April 22, 2015, we effectuated a bonus share issue of the Company of 0.03655250836 ordinary shares for each outstanding ordinary share, resulting in an aggregate of 3,874,115 insider shares outstanding and held by our sponsor. Also on April 22, 2015, our four independent directors purchased an aggregate of 92,000 of our ordinary shares, and an entity controlled by Dwight W. Anderson (one of our directors) purchased an aggregate of 346,385 of our ordinary shares. On June 10, 2015, the entity controlled by Mr. Anderson sold 45,994 of its ordinary shares to our sponsor, at the original purchase price, and on the same date we effected a bonus share issue of 0.16666666666667 ordinary shares for each outstanding ordinary share. As a result, our sponsor owned 4,573,461 insider shares, the entity controlled by Mr. Anderson owned 350,457 insider shares, and each of our four independent directors owned 26,833 insider shares. Upon the closing of the IPO, the underwriters exercised their over-allotment option in part and notified us that they would not be exercising the remainder of their over-allotment option. As a result, the initial shareholders forfeited an aggregate of 31,250 ordinary shares. Simultaneously with the consummation of the IPO, our sponsor and an entity controlled by Mr. Anderson, and their designees, purchased an aggregate of 14,050,000 private warrants at a price of $0.50 per warrant (for a total purchase price of $7,025,000). The net proceeds of the IPO plus the proceeds of the sale of the private placement warrants were deposited in the trust account. On June 5, 2017, our shareholders approved the First Extension, which extended the date by which we have to consummate a business combination to October 8, 2017. As of July 31, 2017, following redemptions of 3,031,985 of the Company’s shares in connection with the First Extension, we had approximately $171.9 million in the trust account. On June 6, 2017, in connection with the First Extension, the Company’s Memorandum and Articles of Association were amended and restated and the Company and the trustee entered into a trust amendment, pursuant to which the date on which to commence liquidation of the Trust Account established in connection with the IPO in the event we have not consummated a business combination was extended from June 10, 2017 to October 8, 2017. On October 5, 2017, our shareholders approved the Second Extension, which extended the date by which we have to consummate a business combination to February 5, 2018. As of November 30, 2017, following redemptions of 3,937,943 of the Company’s shares in connection with the Second Extension, we had approximately $133.4 million in the trust account. On October 5, 2017, in connection with the Second Extension, the Company’s Memorandum and Articles of Association were amended and restated and the Company and the trustee entered into a trust amendment, pursuant to which the date on which to commence liquidation of the Trust Account established in connection with the IPO in the event we have not consummated a business combination was extended from October 5, 2017 to February 5, 2018. On February 2, 2018, our shareholders approved the Third Extension, which extended the date by which we have to consummate a business combination to June 5, 2018. As of February 28, 2018, following redemptions of 657,599 of the Company’s shares in connection with the Third Extension, we had approximately $128.4 million in the trust account. On February 2, 2018, in connection with the Third Extension, the Company’s Memorandum and Articles of Association were amended and restated and the Company and the trustee entered into a trust amendment, pursuant to which the date on which to commence liquidation of the Trust Account established in connection with the IPO in the event we have not consummated a business combination was extended from February 5, 2018 to June 5, 2018.

The mailing address of Electrum’s principal executive office is Electrum Special Acquisition Corporation, c/o The Electrum Group LLC, 700 Madison Avenue, 5th Floor, New York, New York 10065, and its telephone number is (646) 365-1600.

The Potential Business Combination

Electrum is currently in discussions with multiple targets to complete a business combination that will qualify as an initial business combination under its Amended and Restated Memorandum and Articles of Association. In the event that Electrum enters into a definitive agreement for a business combination prior to the special meeting, Electrum will issue a press release and file a Form 8-K with the Securities and Exchange Commission announcing the proposed business combination.

You are not being asked to vote on a business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain the right to vote on any proposed business combination if and when it is submitted to shareholders and the right to redeem your public shares for a pro rata portion of the trust account in the event such business combination is approved and completed or the Company has not consummated a business combination by the Extended Date.

THE EXTENSION AMENDMENT AND TRUST AMENDMENT PROPOSALS

Extension Amendment Proposal

Electrum is proposing to amend its Amended and Restated Memorandum and Articles of Association to extend the date by which Electrum has to consummate a business combination from June 5, 2018 to the Extended Date.

The Extension Amendment and the Trust Amendment are essential to the overall implementation of the Board’s plan to allow Electrum more time to complete a business combination. Approval of the Extension Amendment and the Trust Amendment is a condition to the implementation of the Extension.

If the Extension Amendment proposal is not approved and we have not consummated a business combination by June 5, 2018, we will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon not previously released to us for the payment of taxes, divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the Board, dissolve and liquidate, subject (in the case of (b) and (c) above) to our obligations to provide for claims of creditors and the requirements of other applicable law. There will be no distribution from the trust account with respect to our warrants which will expire worthless in the event we wind up.

A copy of the proposed amendment to the Amended and Restated Memorandum and Articles of Association of Electrum is attached to this proxy statement as Annex A .

Trust Amendment Proposal

Electrum is proposing to amend the trust agreement to extend the date on which to commence liquidating the trust account in the event Electrum has not consummated a business combination to the Extended Date.

A shareholder’s approval of the Trust Amendment will constitute consent to the use of the trust account proceeds to pay, at the time the Extension Amendment becomes effective, and in exchange for the surrender of public shares, pro rata portions of the funds available in the trust account to the public shareholders making the election to redeem their public shares in lieu of later distributions to which they would otherwise be entitled.

If the Trust Amendment proposal is not approved and we have not consummated a business combination by June 5, 2018, we will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon not previously released to us for the payment of taxes, divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the Board, dissolve and liquidate, subject (in the case of (b) and (c) above) to our obligations to provide for claims of creditors and the requirements of other applicable law. There will be no distribution from the trust account with respect to our warrants which will expire worthless in the event we wind up.

A copy of the proposed amendment to the trust agreement is attached to this proxy statement as Annex B .

Reasons for the Proposals

Our Amended and Restated Memorandum and Articles of Association provide that Electrum has until June 5, 2018 to consummate a business combination. While we are currently in discussions with respect to several business combination opportunities, our board currently believes that there may not be sufficient time before June 5, 2018 to complete a business combination. Electrum’s IPO prospectus and Amended and Restated Memorandum and Articles of Association provide that the affirmative vote of the holders of at least 65% of the votes of Electrum’s shares present (in person or by proxy) at the special meeting and voting on the Extension Amendment proposal is required to extend Electrum’s corporate existence, except in connection with, and effective upon consummation of, a business combination. Additionally, Electrum’s Amended and Restated Memorandum and Articles of Association and the trust agreement provide for all public shareholders to have an opportunity to redeem their public shares in the case Electrum’s corporate existence is extended as described above. Because Electrum continues to believe that a business combination would be in the best interests of Electrum’s shareholders, and because Electrum does not expect to be able to conclude a business combination within the permitted time period, Electrum has determined to seek shareholder approval to extend the date by which Electrum has to complete a business combination beyond June 5, 2018 to the Extended Date.

We believe that the foregoing Amended and Restated Memorandum and Articles of Association provisions were included to protect Electrum shareholders from having to sustain their investments for an unreasonably long period, if Electrum failed to find a suitable business combination in the timeframe contemplated by the Amended and Restated Memorandum and Articles of Association. We also believe, however, that given Electrum’s expenditure of time, effort and money on the potential business combinations with the targets it has identified, combined with our sponsor’s agreement to provide the contribution, circumstances warrant providing those who would like to consider whether such potential business combinations are attractive investments with an opportunity to consider such transactions, inasmuch as Electrum is also affording shareholders who wish to redeem their public shares the opportunity to do so, as required under its Amended and Restated Memorandum and Articles of Association. Accordingly, the Extension is consistent with Electrum’s Amended and Restated Memorandum and Articles of Association and IPO prospectus.

If the Extension Amendment or Trust Amendment Proposals Are Not Approved

If the Extension Amendment or Trust Amendment proposals are not approved and we have not consummated a business combination by June 5, 2018, we will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon not previously released to us for the payment of taxes, divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the Board, dissolve and liquidate, subject (in the case of (b) and (c) above) to our obligations to provide for claims of creditors and the requirements of other applicable law.

Electrum’s initial shareholders have waived their rights to participate in any liquidation distribution with respect to their insider shares. There will be no distribution from the trust account with respect to Electrum’s warrants which will expire worthless in the event we wind up. Electrum will pay the costs of liquidation from its remaining assets held outside of the trust account.

If either of the Extension Amendment or the Trust Amendment proposals is not approved, the Company will not effect the Extension, and in the event the Company does not complete a business combination on or before June 5, 2018, the trust account will be liquidated and distributed to the public shareholders on a pro rata basis as described above.

If the Extension Amendment and the Trust Amendment Proposals Are Approved

If the Extension Amendment and the Trust Amendment proposals are approved, Electrum will file an amended and restated Memorandum and Articles of Association with the Registrar of Corporate Affairs in the British Virgin Islands, incorporating the amendment set forth in Annex A hereto, and enter into an amendment to the trust agreement with the trustee in the form of Annex B hereto. Electrum will remain a reporting company under the Securities Exchange Act of 1934 and its units, outstanding shares and warrants will remain publicly traded. Electrum will then continue to work to execute a definitive agreement for a business combination and complete such a business combination by the Extended Date.

If the Extension Amendment and Trust Amendment proposals are approved, but Electrum does not consummate a business combination by the Extended Date, we will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon not previously released to us for the payment of taxes, divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the Board, dissolve and liquidate, subject (in the case of (b) and (c) above) to our obligations to provide for claims of creditors and the requirements of other applicable law.

Electrum’s initial shareholders waived their rights to participate in any liquidation distribution with respect to their insider shares. There will be no distribution from the trust account with respect to our warrants which will expire worthless in the event we wind up. Electrum will pay the costs of liquidation from its remaining assets held outside of the trust account, which it believes are sufficient for such purposes.

The First Extension, the Second Extension, the Third Extension and the Contribution

On June 5, 2017, our shareholders approved the First Extension. In connection with the First Extension, our sponsor, ESAC Holdings LLC, agreed to contribute to us as a loan $0.025 for each public share that is not redeemed, for each calendar month (commencing on June 10, 2017 and on the 10th day of each subsequent month), or portion thereof, that is needed by us to complete a business combination from June 10, 2017 until October 8, 2017. Our sponsor agreed to continue to make this contribution through February 5, 2018 in connection with the approval by our shareholders of the Second Extension at a special meeting held on October 5, 2017. Our sponsor agreed to increase this contribution to $0.035 through June 5, 2018 in connection with our shareholders’ approval of the Third Extension at a special meeting in lieu of the 2018 annual general meeting of shareholders held on February 2, 2018. Our sponsor has informed us that it does not intend to continue to make these contributions for any period after June 5, 2018.

You are not being asked to vote on a business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain the right to vote on any proposed business combination when it is submitted to shareholders and the right to redeem your public shares for a pro rata portion of the trust account in the event such business combination is approved and completed or the Company has not consummated a business combination by the Extended Date.

If the Extension Amendment and Trust Amendment proposals are approved, and the Extension is implemented, the removal of the Withdrawal Amount from the trust account in connection with the Election will reduce the amount held in the trust account and Electrum’s net asset value. Electrum cannot predict the amount that will remain in the trust account if the Extension Amendment and Trust Amendment proposals are approved; and the amount remaining in the trust account may be significantly reduced from the approximately $128.4 million that was in the trust account as of February 28, 2018. However, we will not proceed if we do not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment and Trust Amendment proposals.

Redemption Rights

If the Extension Amendment and Trust Amendment proposals are approved, the Company will provide the public shareholders making the Election, the opportunity to receive, at the time the Extension Amendment and the Trust Amendment become effective, and in exchange for the surrender of their shares, a pro rata portion of the funds available in the trust account, less any income taxes owed on such funds but not yet paid. You will also be able to redeem your public shares in connection with any shareholder vote to approve a proposed business combination, or if the Company has not consummated a business combination by the Extended Date.

TO DEMAND REDEMPTION, YOU MUST CHECK THE BOX ON THE PROXY CARD PROVIDED FOR THAT PURPOSE AND RETURN THE PROXY CARD IN ACCORDANCE WITH THE INSTRUCTIONS PROVIDED, AND, AT THE SAME TIME, ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN, INCLUDING DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO THE VOTE ON THE EXTENSION AMENDMENT AND TRUST AMENDMENT . You will only be entitled to receive cash in connection with a redemption of these shares if you continue to hold them until the effective date of the Extension Amendment and the Trust Amendment.

In connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to Continental Stock Transfer & Trust Company, the Company’s transfer agent, at Continental Stock Transfer & Trust Company, One State Street, 30th Floor, New York, New York 10004-1561, Attn: Mark Zimkind, mzimkind@continentalstock.com, prior to the vote for the Extension Amendment and Trust Amendment or to deliver your shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, which election would likely be determined based on the manner in which you hold your shares. The requirement for physical or electronic delivery prior to the vote at the special meeting ensures that a redeeming holder’s election is irrevocable once the Extension Amendment and the Trust Amendment are approved. In furtherance of such irrevocable election, shareholders making the election will not be able to tender their shares after the vote at the special meeting.

Through the DWAC system, this electronic delivery process can be accomplished by the shareholder, whether or not it is a record holder or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $45 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical share certificate. Such shareholders will have less time to make their investment decision than those shareholders that deliver their shares through the DWAC system. Shareholders who request physical share certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.

Certificates that have not been tendered in accordance with these procedures prior to the vote for the Extension Amendment and Trust Amendment will not be redeemed for a pro rata portion of the funds held in the trust account. In the event that a public shareholder tenders its shares and decides prior to the vote at the special meeting that it does not want to redeem its shares, the shareholder may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the vote at the special meeting not to redeem your shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above. In the event that a public shareholder tenders shares and the Extension Amendment and the Trust Amendment are not approved or are abandoned, these shares will not be redeemed and the physical certificates representing these shares will be returned to the shareholder promptly following the determination that the Extension Amendment and the Trust Amendment will not be approved or will be abandoned. The Company anticipates that a public shareholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment and the Trust Amendment would receive payment of the redemption price for such shares soon after the completion of the Extension Amendment. The transfer agent will hold the certificates of public shareholders that make the election until such shares are redeemed for cash or returned to such shareholders.

If properly demanded, the Company will redeem each public share for a pro rata portion of the funds available in the trust account, less any income taxes owed on such funds but not yet paid, calculated as of two days prior to the filing of the amendment to the Amended and Restated Memorandum and Articles of Association. Electrum estimates that the per-share pro rata portion of the trust account will be approximately $10.48 at the time of the special meeting. The closing price of Electrum’s shares on April 26, 2018 was $10.45. Accordingly, if the market price were to remain the same until the date of the special meeting, exercising redemption rights would result in a public shareholder receiving $0.03 more for each share than if such shareholder sold the shares in the open market. Electrum cannot assure shareholders that they will be able to sell their shares of Electrum in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.

If you exercise your redemption rights, you will be exchanging your ordinary shares for cash and will no longer own the shares. You will be entitled to receive cash for these shares only if you properly demand redemption and tender your share certificate(s) to the Company’s transfer agent at least two business days prior to the special meeting. If the Extension Amendment and the Trust Amendment are not approved or if they are abandoned, these shares will be returned promptly following the special meeting as described above.

The Special Meeting

Date, Time and Place . The special meeting of Electrum’s shareholders will be held on June 4, 2018 at 10:30 a.m., local time, at the offices of Greenberg Traurig, LLP, located at the MetLife Building, 200 Park Avenue, New York, New York 10166.

Voting Power; Record Date . You will be entitled to vote or direct votes to be cast at the special meeting, if you owned Electrum’s shares at the close of business on May 7, 2018, the record date for the special meeting. You will have one vote per proposal for each share you owned at that time. Electrum warrants do not carry voting rights.

Votes Required . Approval of the Extension Amendment proposal will require the affirmative vote of holders of at least 65% of the votes of Electrum’s shares present (in person or by proxy) at the special meeting and voting on the Extension Amendment, and approval of the Trust Amendment proposal will require the affirmative vote of holders of at least a majority of the votes of Electrum’s shares present (in person or by proxy) at the special meeting and voting on the Trust Amendment. If you do not vote (i.e., you “abstain” from voting on a proposal), your action will have the no effect. Likewise, abstentions and broker non-votes will have no effect on the approval of the proposals.

At the close of business on the record date, there were 17,372,473 outstanding shares of Electrum, including 12,372,473 public shares, each of which entitles its holder to cast one vote per proposal.

If you do not want the Extension Amendment or the Trust Amendment approved, you must vote against the proposals. If you want to obtain your pro rata portion of the trust account in the event the Extension is implemented, which will be paid shortly after the special meeting which is scheduled for June 4, 2018, you must demand redemption of your shares. Holders of public shares may redeem their public shares regardless of whether they vote for or against either of the amendments or abstain.

Proxies; Board Solicitation . Your proxy is being solicited by the Board on the proposals to approve the Extension Amendment and the Trust Amendment being presented to shareholders at the special meeting. No recommendation is being made as to whether you should elect to redeem your shares. Proxies may be solicited in person or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares in person at the special meeting.

Electrum has retained Morrow Sodali LLC to aid in the solicitation of proxies. Morrow Sodali LLC will receive a fee of approximately $25,000, as well as reimbursement for certain costs and out-of-pocket expenses incurred by them in connection with their services, all of which will be paid by Electrum. In addition, officers and directors of Electrum may solicit proxies by mail, telephone, facsimile, and personal interview, for which no additional compensation will be paid, though they may be reimbursed for their out-of-pocket expenses. Electrum will bear the cost of preparing, assembling and mailing the enclosed form of proxy, this proxy statement and other material which may be sent to shareholders in connection with this solicitation. Electrum may reimburse brokerage firms and other nominee holders for their reasonable expenses in sending proxies and proxy material to the beneficial owners of our shares.

Possible Claims Against and Impairment of the Trust Account

To protect the amounts held in the trust account, ESOF has agreed that it will be liable to Electrum if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below $10.00 per share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, ESOF will not be responsible to the extent of any liability for such third party claims. However, ESOF may not be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. We have not independently verified whether ESOF has sufficient funds to satisfy its indemnity obligations. We believe the likelihood of ESOF having to indemnify the trust account is limited because we will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account.

In the event that the proceeds in the trust account are reduced below $10.00 per share, and ESOF asserts that it is unable to satisfy any applicable obligations or that it has no indemnification obligations related to a particular claim, Electrum’s independent directors would determine whether to take legal action against ESOF to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against ESOF to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be substantially less than $10.00 per share.

Required Vote

Approval of the Extension Amendment proposal requires the affirmative vote of holders of at least 65% of the votes of Electrum’s shares present (in person or by proxy) at the special meeting and voting on the Extension Amendment, and the Trust Amendment proposal requires the affirmative vote of holders of at least a majority of the votes of Electrum’s shares present (in person or by proxy) at the special meeting and voting on the Trust Amendment. The Board will abandon the Trust Amendment if the Extension Amendment is not approved. In that case, if Electrum is unable to complete a business combination on or before June 5, 2018, it will be required by its Amended and Restated Memorandum and Articles of Association to (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon not previously released to us for the payment of taxes, divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the Board, dissolve and liquidate, subject (in the case of (b) and (c) above) to our obligations to provide for claims of creditors and the requirements of other applicable law.

All of Electrum’s directors, executive officers and their affiliates are expected to vote any shares owned by them in favor of the Extension Amendment and the Trust Amendment. On the record date, directors and executive officers of Electrum and their affiliates beneficially owned and were entitled to vote 5,000,000 shares of Electrum representing approximately 29% of Electrum’s issued and outstanding shares.

In addition, Electrum’s directors, executive officers and their affiliates may choose to buy units or ordinary shares of Electrum in the open market and/or through negotiated private purchases. In the event that purchases do occur, the purchasers may seek to purchase shares from shareholders who would otherwise have voted against the Extension Amendment and Trust Amendment proposals and elected to redeem their shares for a portion of the trust account. Any shares of Electrum held by affiliates will be voted in favor of the Extension Amendment and Trust Amendment proposals.

Interests of Electrum’s Directors and Officers

When you consider the recommendation of the Board, you should keep in mind that Electrum’s executive officers and members of the Board have interests that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things:

The Board’s Reasons for the Extension Amendment and Trust Amendment Proposals and Its Recommendation

As discussed below, after careful consideration of all relevant factors, the Board has determined that the Extension Amendment and Trust Amendment proposals are fair to, and in the best interests of, Electrum and its shareholders. The Board has approved and declared advisable adoption of the Extension Amendment and Trust Amendment proposals, and recommends that you vote “FOR” such adoption. The board expresses no opinion as to whether you should redeem your public shares.

We are a blank check company incorporated in the British Virgin Islands on December 12, 2014 as a business company with limited liability for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities. On June 10, 2015, we consummated our IPO of 20,000,000 units, including the partial exercise of the underwriters’ over-allotment option of 2,500,000 units, with each unit consisting of one ordinary share and one warrant to purchase one half of one ordinary share. The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $200,000,000. On June 5, 2017, our shareholders approved the First Extension, which extended the date by which we have to consummate a business combination to October 8, 2017. As of June 6, 2017, following redemptions of 3,031,985 of the Company’s shares in connection with the First Extension, we had approximately $170.7 million in the trust account. On June 6, 2017, in connection with the First Extension, the Company’s Memorandum and Articles of Association were amended and restated and the Company and the trustee entered into a trust amendment, pursuant to which the date on which to commence liquidation of the Trust Account established in connection with the IPO in the event we have not consummated a business combination was extended from June 10, 2017 to October 8, 2017. On October 5, 2017, our shareholders approved the Second Extension, which extended the date by which we have to consummate a business combination until February 5, 2018. As of November 30, 2017, following redemptions of 3,937,943 of the Company’s shares in connection with the Second Extension, we had approximately $133.4 million in the trust account. On October 5, 2017, in connection with the Second Extension, the Company’s Memorandum and Articles of Association were amended and restated and the Company and the trustee entered into a trust amendment, pursuant to which the date on which to commence liquidation of the Trust Account established in connection with the IPO in the event we have not consummated a business combination was extended from October 5, 2017 to February 5, 2018. On February 2, 2018, our shareholders approved the Third Extension, which extended the date by which we have to consummate a business combination to June 5, 2018. As of February 28, 2018, following redemptions of 657,599 of the Company’s shares in connection with the Third Extension, we had approximately $128.4 million in the trust account. On February 2, 2018, in connection with the Third Extension, the Company’s Memorandum and Articles of Association were amended and restated and the Company and the trustee entered into a trust amendment, pursuant to which the date on which to commence liquidation of the Trust Account established in connection with the IPO in the event we have not consummated a business combination was extended from February 5, 2018 to June 5, 2018.

Electrum’s Amended and Restated Memorandum and Articles of Association provide that Electrum has until June 5, 2018 to consummate a business combination. While we are currently in discussions with respect to several business combination opportunities, our board currently believes that there may not be sufficient time before June 5, 2018 to complete a business combination. Electrum’s IPO prospectus and Amended and Restated Memorandum and Articles of Association provide that the affirmative vote of the holders of at least 65% of Electrum’s shares attending and voting on the Extension Amendment proposal is required to extend Electrum’s corporate existence, except in connection with, and effective upon consummation of, a business combination. Additionally, Electrum’s Amended and Restated Memorandum and Articles of Association and the trust agreement provide for all public shareholders to have an opportunity to redeem their public shares in the case Electrum’s corporate existence is extended as described above. Because Electrum continues to believe that a business combination would be in the best interests of Electrum’s shareholders, and because Electrum does not expect to be able to conclude a business combination within the permitted time period, Electrum has determined to seek shareholder approval to extend the date by which Electrum has to complete a business combination beyond June 5, 2018 to the Extended Date.

Electrum is not asking you to vote on a business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain the right to vote on any proposed business combination when it is submitted to shareholders and the right to redeem your public shares for a pro rata portion of the trust account in the event such business combination is approved and completed or the Company has not consummated a business combination by the Extended Date.

Electrum’s Amended and Restated Memorandum and Articles of Association require the affirmative vote of the holders of at least 65% of the votes of Electrum’s shares present (in person or by proxy) and voting to effect an amendment to certain of its provisions, including any amendment that would extend its corporate existence beyond June 5, 2018, except in connection with, and effective upon consummation of, a business combination. Additionally, Electrum’s Amended and Restated Memorandum and Articles of Association and the trust agreement provide for all public shareholders to have an opportunity to redeem their public shares in the case Electrum’s corporate existence is extended as described above. We believe that these Amended and Restated Memorandum and Articles of Association provisions were included to protect Electrum shareholders from having to sustain their investments for an unreasonably long period, if Electrum failed to find a suitable business combination in the timeframe contemplated by the Amended and Restated Memorandum and Articles of Association. We also believe, however, that given Electrum’s expenditure of time, effort and money on the potential business combinations with the targets it has identified, circumstances warrant providing those who would like to consider whether such potential business combinations are attractive investments with an opportunity to consider such transactions, inasmuch as Electrum is also affording shareholders who wish to redeem their public shares the opportunity to do so, as required under its Amended and Restated Memorandum and Articles of Association. Accordingly, the Extension is consistent with Electrum’s Amended and Restated Memorandum and Articles of Association and IPO prospectus.

After careful consideration of all relevant factors, the Board determined that the Extension Amendment and Trust Amendment are fair to and in the best interests of Electrum and its shareholders.

The Board recommends that you vote “FOR” the Extension Amendment and Trust Amendment proposals. The Board expresses no opinion as to whether you should redeem your public shares.