As filed with the Securities and Exchange Commission on September 29, 2016

File No: 333-212590

 

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

 

AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

EASTERLY ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

Delaware	6770	47-3864814
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

375 Park Avenue, 21^st Floor
New York, New York 10152
(646) 712-8300

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Avshalom Kalichstein
Chief Executive Officer
375 Park Avenue, 21^st Floor
New York, New York 10152
(646) 712-8300

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

Alexander B. Johnson, Esq. John H. Booher, Esq. Hogan Lovells US LLP 875 Third Avenue New York, NY 10022 (212) 918-3000	Andrew D. Thorpe, Esq. Orrick, Herrington & Sutcliffe LLP The Orrick Building 405 Howard Street San Francisco, CA 94105-2669 (415) 773-5700

 

Approximate date of commencement of proposed sale to the public:  As soon as practicable after this registration statement is declared effective and all other conditions to the business combination described in the included joint proxy and consent solicitation statement/prospectus have been satisfied or waived.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer o
Non-accelerated filer x (Do not check if a smaller reporting company)	Smaller reporting company o

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

o Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

o Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

The information in this preliminary joint proxy and consent solicitation statement/prospectus is not complete and may be changed. The registrant may not sell the securities described herein until the registration statement filed with the Securities and Exchange Commission is declared effective. This joint proxy and consent solicitation statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION — DATED SEPTEMBER 29, 2016

PROPOSED BUSINESS COMBINATION
YOUR VOTE IS VERY IMPORTANT

To the stockholders of Sungevity, Inc. and Easterly Acquisition Corp.:

On behalf of the boards of directors of Sungevity, Inc. (“Sungevity”) and Easterly Acquisition Corp. (“Easterly”), we are pleased to deliver to you this joint proxy and consent solicitation statement/prospectus relating to, among other matters, a proposed business combination transaction, described below, pursuant to which (i) a wholly-owned subsidiary of Easterly will merge with and into Sungevity, (ii) Sungevity will become a wholly-owned subsidiary of Easterly, (iii) Easterly will issue shares of its common stock to Sungevity securityholders and (iv) Easterly will change its name to Sungevity Holdings, Inc. (“Sungevity Holdings”).

In connection with the transactions contemplated by the Agreement and Plan of Merger (as amended, the “Merger Agreement”) providing for the business combination of Easterly and Sungevity, which we refer to as the “Business Combination,” holders of Sungevity preferred stock and common stock will be entitled to receive shares of Easterly common stock at an exchange ratio described in more detail in this joint proxy and consent solicitation statement/prospectus. Current Easterly securityholders will continue to own and hold their existing Easterly common stock and warrants to purchase shares of Easterly common stock. Pursuant to the Merger Agreement, the aggregate consideration to be paid to Sungevity’s securityholders will consist of 35,000,000 shares of Easterly common stock. An additional 700,000 restricted shares of Easterly common stock also will be awarded to certain employees of Sungevity in connection with the Business Combination. A copy of the Merger Agreement is attached to this joint proxy and consent solicitation statement/prospectus as Annex A.

Completion of the transactions contemplated by the Merger Agreement requires, among other things, the separate approvals of both Easterly stockholders and Sungevity stockholders. To obtain these approvals, Easterly will hold a special meeting of Easterly stockholders on           , 2016, and Sungevity will conduct a consent solicitation in order to obtain the requisite approval from Sungevity stockholders. Concurrent with the execution of the Merger Agreement, five Sungevity stockholders entered into voting agreements with Easterly pursuant to which they have agreed to vote their shares of Sungevity preferred stock or common stock in favor of the adoption of the Merger Agreement (including by written consent), subject to the terms of the voting agreements. Therefore, no meeting of Sungevity stockholders to adopt the Merger Agreement will be held. Nevertheless, all Sungevity stockholders will have the opportunity to consent to the adoption of the Merger Agreement by signing and returning to Sungevity a written consent and joinder agreement. The Sungevity shares subject to these voting agreements represent 40.95% of the outstanding voting stock of Sungevity on an as-converted basis as of the date of the Merger Agreement.

It is anticipated that, upon completion of the Business Combination, Easterly’s public stockholders will retain an ownership interest of approximately 32.9% in the combined company (which we refer to, from time to time, as Sungevity Holdings), the former stockholders of Sungevity will own approximately 57.7%, Easterly Acquisition Sponsor, LLC, which we refer to as the Sponsor, will own approximately 8.2% and certain employees of Sungevity will own approximately 1.2%. These percentages are calculated based on a number of assumptions described in more detail in this joint proxy and consent solicitation statement/prospectus. You should read “Summary — Easterly Shares to be Issued in the Business Combination” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Easterly’s common stock, units and warrants are currently listed on the Nasdaq Capital Market under the symbols “EACQ,” “EACQU” and “EACQW,” respectively. At the closing, Easterly units will separate into their component Easterly common stock and one-half of a warrant to purchase one share of Easterly common stock. We anticipate that the Sungevity Holdings common stock and public warrants will continue to be listed on the Nasdaq Capital Market under the symbols “SGVT” and “SGVTW,” respectively, following the closing of the Business Combination.

The Easterly board of directors has set           , 2016, as the record date for determining the holders of Easterly common stock entitled to vote on the matters set forth in this joint proxy and consent solicitation statement/prospectus.

The Sungevity board of directors has set           , 2016, as the record date for determining holders of Sungevity preferred and Class A common stock entitled to execute and deliver written consents on the matters set forth in this joint proxy and consent solicitation statement/prospectus.

EASTERLY’S BOARD OF DIRECTORS RECOMMENDS THAT EASTERLY STOCKHOLDERS VOTE “FOR” ALL OF THE PROPOSALS TO BE PRESENTED AT THE SPECIAL MEETING OF EASTERLY STOCKHOLDERS.

SUNGEVITY’S BOARD OF DIRECTORS RECOMMENDS THAT SUNGEVITY STOCKHOLDERS PROVIDE THEIR CONSENT TO THE PROPOSAL TO ADOPT THE MERGER AGREEMENT.

This document is a proxy statement for Easterly, as well as a consent solicitation statement for Sungevity, and provides you with detailed information about the Merger Agreement, the special meeting of Easterly stockholders, the Sungevity consent solicitation and other matters contemplated by the Merger Agreement. This document is also the prospectus of Easterly to register the shares of Easterly common stock to be issued in the Business Combination. We encourage you to read carefully the entire joint proxy and consent solicitation statement/prospectus, including all its annexes, including the section entitled “Risk Factors” beginning on page 47 of the enclosed joint proxy and consent solicitation statement/prospectus.

Your vote is very important. Whether or not Easterly stockholders plan to attend the Easterly special meeting, we ask Easterly stockholders to please submit a proxy to vote their shares as soon as possible to make sure that their shares are represented and voted at the Easterly special meeting. We ask Sungevity stockholders to please complete the written consent furnished with this joint proxy and consent solicitation statement/prospectus as soon as possible and return it promptly to Sungevity.

On behalf of our boards of directors, we thank you for your support and look forward to the successful completion of the Business Combination.

Sincerely,

Andrew Birch President and Chief Executive Officer Sungevity, Inc.	Darrell W. Crate Chairman of the Board Easterly Acquisition Corp.

          , 2016

The enclosed joint proxy and consent solicitation statement/prospectus is dated           , 2016, and is first being mailed to stockholders of Easterly and Sungevity on or about           , 2016.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE TRANSACTIONS DESCRIBED IN THIS JOINT PROXY AND CONSENT SOLICITATION STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS JOINT PROXY AND CONSENT SOLICITATION STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

EASTERLY ACQUISITION CORP.
375 Park Avenue, 21^st Floor
New York, New York 10152
 
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held at 10:00 a.m. Eastern time on            , 2016

TO THE STOCKHOLDERS OF EASTERLY ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “special meeting”) of Easterly Acquisition Corp., a Delaware corporation (“Easterly,” “we,” “us” or “our”), shall be held at 10:00 a.m. Eastern time on            , 2016, at the offices of Easterly at 375 Park Avenue, 21^st Floor, New York, New York 10152, or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed.

You are cordially invited to attend the Easterly special meeting to vote on the following proposals:

(a) Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve and adopt an Agreement and Plan of Merger, dated as of June 28, 2016, as amended on September 20, 2016 (as amended, the “Merger Agreement”), and the transactions contemplated by the Merger Agreement, including the business combination of Easterly and Sungevity, Inc. (“Sungevity”) and the issuance by Easterly of shares of Easterly common stock to Sungevity securityholders. Upon completion of the transactions contemplated by the Merger Agreement, Sungevity securityholders will receive shares of Easterly common stock in exchange for their holdings of Sungevity securities. We refer to the transactions contemplated by the Merger Agreement hereafter as the “Business Combination” or the “Merger.”

(b) The Certificate Proposals — to consider and vote upon the following separate proposals to amend Easterly’s amended and restated certificate of incorporation (which we refer to collectively as the “Certificate Proposals”):

• Proposal No. 2 — to change our name to Sungevity Holdings, Inc. and remove certain provisions related to our status as a blank check company;

• Proposal No. 3 — to adopt Delaware as the exclusive forum for certain litigation;

• Proposal No. 4 — to effect a two-for-three reverse stock split of all of the outstanding shares of Easterly common stock; and

• Proposal No. 5 — to authorize an automatic increase in the number of directors serving on the board of directors during any period when holders of any series of preferred stock have the right to elect additional directors pursuant to Article IV of the certificate of incorporation and to provide for other terms applicable to directors elected by holders of preferred stock.

(c) Proposal No. 6 — The Incentive Plan Proposal — to consider and vote upon a proposal to approve and adopt the Sungevity Holdings, Inc. 2016 Omnibus Equity Incentive Plan.

(d) Proposal No. 7 — The Employee Stock Purchase Plan Proposal — to consider and vote upon a proposal to approve and adopt the Sungevity Holdings, Inc. 2016 Employee Stock Purchase Plan.

(e) Proposal No. 8 — The Adjournment Proposal — to consider and vote upon a proposal to adjourn the Easterly special meeting to a later date or dates, if necessary, to permit further solicitation of proxies if, based upon the tabulated vote at the time of the Easterly special meeting, one or more proposals presented to the stockholders would not be duly approved and adopted by our stockholders at the Easterly special meeting.

These proposals are described further in this joint proxy and consent solicitation statement/prospectus. Only holders of record of Easterly common stock at the close of business on            , 2016 are entitled

i

to notice of the Easterly special meeting and to vote at the Easterly special meeting and any adjournments or postponements of the Easterly special meeting. A complete list of Easterly stockholders of record entitled to vote at the Easterly special meeting will be available for ten days before the Easterly special meeting at Easterly’s principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the Easterly special meeting.

We are providing this joint proxy and consent solicitation statement/prospectus and accompanying proxy card to our stockholders in connection with the solicitation of proxies to be voted at the Easterly special meeting and at any adjournments or postponements of the Easterly special meeting. Whether or not you plan to attend the Easterly special meeting, we urge you to read this joint proxy and consent solicitation statement/prospectus carefully and submit your proxy to us. Please pay particular attention to the section entitled “Risk Factors” commencing on page 47.

After careful consideration, our board of directors has approved and adopted the Merger Agreement and the Business Combination and recommends that our stockholders vote FOR the Business Combination Proposal and FOR all other proposals presented to our stockholders in this joint proxy and consent solicitation statement/prospectus. When you consider the board recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Certain Interests of Easterly’s Directors and Officers and Others in the Business Combination.”

Your vote is very important. If you are a registered stockholder, please submit your proxy to have your shares voted as soon as possible by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Easterly special meeting. The transactions contemplated by the Merger Agreement will be consummated only if the Business Combination Proposal and Proposal No. 2 to change our name and remove certain provisions related to our status as a blank check company are approved at the Easterly special meeting. All other Proposals, other than the Adjournment Proposal, are conditioned upon the approval of the Business Combination Proposal and Proposal No. 2. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the joint proxy and consent solicitation statement/prospectus.

Except as specifically set forth in the section entitled “Proposal No. 4 — Approval of the Amendments to Easterly’s Amended and Restated Certificate of Incorporation to Effect a Two-for-Three Reverse Stock Split,” beginning on page 263 of this joint proxy and consent solicitation statement/prospectus, the share amounts in this joint proxy and consent solicitation statement/prospectus do not account for the two-for-three reverse stock split.

If you fail to return your proxy card, and do not attend the special meeting in person, if you abstain from voting or if you hold your shares in “street name” and fail to instruct your bank, broker or other nominee how to vote, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Easterly special meeting and, if a quorum is present, will have no effect on the Business Combination Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal or the Adjournment Proposal, but will have the same effect as voting “AGAINST” all of the Certificate Proposals. If you are a stockholder of record and you attend the Easterly special meeting and wish to vote in person, you may vote in person, which will have the effect of revoking your proxy.

Pursuant to our existing charter, Easterly public stockholders (as defined below) may redeem shares of Easterly common stock for cash upon the closing of the Business Combination. The redemption amount would equal the pro rata share of the aggregate amount on deposit (as of two business days prior to the closing of the Business Combination) in the trust account that holds the proceeds (less taxes payable and any interest that we may withdraw to pay taxes) of our initial public offering (the “IPO”) that closed on August 4, 2015. For illustrative purposes, based on funds in the trust account of approximately $200 million on June 30, 2016, the estimated per share redemption price would have been $10.00 per share.

ii

We have no specified maximum redemption threshold under our charter. In no event, however, will we redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001.

EASTERLY PUBLIC STOCKHOLDERS MAY ELECT TO REDEEM THEIR SHARES EVEN IF THEY VOTE FOR THE BUSINESS COMBINATION PROPOSAL.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) IF YOU HOLD EASTERLY UNITS, ELECT TO SEPARATE YOUR EASTERLY UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (II) SUBMIT A WRITTEN REQUEST TO EASTERLY’S TRANSFER AGENT TO REDEEM YOUR EASTERLY PUBLIC SHARES FOR CASH, AND (III) DELIVER YOUR PUBLIC SHARES TO EASTERLY’S TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THIS JOINT PROXY AND CONSENT SOLICITATION STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE EASTERLY PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK, BROKER OR OTHER NOMINEE TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “REDEMPTION RIGHTS” IN THIS JOINT PROXY AND CONSENT SOLICITATION STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

An Easterly public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the shares sold in the IPO. Holders of Easterly outstanding public warrants and units do not have redemption rights in connection with the Business Combination. Holders of outstanding units must separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. The holders of shares of Easterly common stock issued prior to the IPO, which we refer to as “Founder Shares” have agreed to waive their redemption rights with respect to any shares of our capital stock they may hold in connection with the consummation of the Business Combination, and the Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, our initial stockholders, which includes Easterly Acquisition Sponsor, LLC, which we refer to as the Sponsor, and our independent directors, own 20% of our issued and outstanding shares of common stock, including all of the Founder Shares.

We encourage you to read this joint proxy and consent solicitation statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow & Co., LLC at (800) 662-5200 (banks and brokers call collect at (203) 658-9400).

Sincerely,
 
  
  
Darrell W. Crate
Chairman of the Board

           , 2016

iii

Sungevity, Inc.
66 Franklin Street, Suite 310
Oakland, California 94607

Notice of Solicitation of Written Consent

To the stockholders of Sungevity, Inc.:

Sungevity, Inc. has entered into the Agreement and Plan of Merger, dated as of June 28, 2016, as amended on September 20, 2016 (the “Merger Agreement”), by and among Easterly Acquisition Corp. (“Easterly”), Solaris Merger Sub Inc., a wholly-owned subsidiary of Easterly (“Merger Sub”), Sungevity, Inc. (“Sungevity”), and Shareholder Representative Services LLC, pursuant to which (i) Merger Sub will merge with and into Sungevity, (ii) Sungevity will become a wholly owned subsidiary of Easterly, (iii) Easterly will issue shares of its common stock to Sungevity securityholders and (iv) Easterly will change its name to Sungevity Holdings, Inc. This joint proxy and consent solicitation statement/prospectus is being delivered to you on behalf of the Sungevity Board of Directors (“Sungevity Board”) to request that holders of Sungevity Class A common stock and preferred stock as of            , 2016 (the “Record Date”) execute and return written consents to approve the merger and adopt and approve the Merger Agreement and the transactions contemplated thereby.

As a record holder of outstanding Sungevity Class A common stock or preferred stock on the Record Date, you are urged to complete, date and sign the enclosed written consent and promptly return it to Sungevity. The Sungevity Board has set            , 2016 as the target final date for receipt of written consents. Sungevity reserves the right to extend the final date for receipt of written consents without any prior notice to stockholders.

This joint proxy and consent solicitation statement/prospectus describes the proposed merger and related transactions and the actions to be taken in connection with the merger and related transactions and provides additional information about the parties involved. Please give this information your careful attention. A copy of the Merger Agreement is attached as Annex A to the accompanying joint proxy and consent solicitation statement/prospectus.

A summary of the appraisal rights that may be available to you is provided in the section entitled “Appraisal Rights — Sungevity Stockholder Appraisal Rights” on page 251.

The Sungevity Board has carefully considered the merger and the terms of the Merger Agreement and has determined that the merger and the Merger Agreement are fair, advisable and in the best interests of Sungevity and its stockholders. Accordingly, the Sungevity Board unanimously recommends that Sungevity stockholders approve the merger and adopt and approve the Merger Agreement and the transactions contemplated thereby by executing and delivering the written consent furnished with this joint proxy and consent solicitation statement/prospectus.

Regardless of the number of shares you own, your written consent is important. Please complete, date and sign the written consent furnished with this joint proxy and consent solicitation statement/prospectus and return it promptly to Sungevity by one of the means described in “Sungevity Solicitation of Written Consents —  Submission of Consents” on page 90.

By Order of the Board of Directors,
 
  
  
Andrew Birch
Chief Executive Officer

           , 2016

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TABLE OF CONTENTS

	Page
EXPLANATORY NOTE		1
MARKET AND INDUSTRY DATA		1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		2
FREQUENTLY USED TERMS		4
FREQUENTLY ASKED QUESTIONS ABOUT THE BUSINESS COMBINATION, THE EASTERLY PROPOSALS, THE SUNGEVITY CONSENT SOLICITATION AND RELATED MATTERS		6
About the Business Combination		6
About the Easterly Special Meeting		18
About the Sungevity Consent Solicitation		24
SUMMARY OF THE JOINT PROXY AND CONSENT SOLICITATION STATEMENT/PROSPECTUS		29
Parties to the Business Combination		29
Consideration to the Sungevity Stockholders in the Business Combination		30
Redemption Rights		31
Accounting Treatment		31
Appraisal Rights		31
Easterly’s Reasons for the Business Combination		32
Sungevity’s Reasons for the Business Combination		32
Risk Factors		33
Officers and Directors of the Post-Merger Company		33
Proposals to be Considered at the Easterly Special Meeting other than the Business Combination		34
Quorum and Required Vote for Proposals for the Easterly Special Meeting of Stockholders		35
Recommendation to Easterly Stockholders		35
Sungevity Consent Solicitation		36
Recommendation to Sungevity Stockholders		36
Regulatory Approval		37
SELECTED HISTORICAL FINANCIAL INFORMATION OF EASTERLY		38
SELECTED HISTORICAL FINANCIAL INFORMATION OF SUNGEVITY		39
SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		41
COMPARATIVE PER SHARE DATA		43
RISK FACTORS		47
Risk Factors Relating to Sungevity’s Business		47
Risk Factors Relating to Easterly and the Business Combination		66
Risk Factors Related to Easterly Common Stock		76
SPECIAL MEETING OF EASTERLY STOCKHOLDERS		84
General		84
Date, Time and Place of Special Meetings		84

v

	Page
Voting Power; Record Date		84
Vote of Easterly Founders and the Sponsor		84
Quorum and Required Vote for Proposals for the Easterly Special Meeting of Stockholders		84
Recommendation to Easterly Stockholders		85
Broker Non-Votes and Abstentions		86
Voting Your Shares		86
Revoking Your Proxy		87
No Additional Matters May Be Presented at the Easterly Special Meeting		87
Who Can Answer Your Questions About Voting		87
Redemption Rights		87
Appraisal Rights		88
Accounting Treatment		88
Proxy Solicitation Costs		89
Notice of Electronic Availability of Proxy Materials		89
SUNGEVITY SOLICITATION OF WRITTEN CONSENTS		90
Sungevity Stockholder Action by Written Consent		90
Shares Entitled to Consent and Consent Required		90
Sungevity Voting Agreement; Voting by Sungevity’s Directors and Executive Officers		90
Submission of Consents		90
Executing Consents; Revocation of Consents		91
THE MERGER AGREEMENT		92
Structure of the Merger		92
Merger Consideration		92
Conversion of Stock of Merger Sub		95
Exchange of Sungevity Common Stock and Preferred Stock		95
Sungevity Options and Warrants		97
Appraisal Rights		97
Material Adverse Effect		97
Closing and Effective Time of the Merger		98
Conditions to Closing of the Merger		98
Representations and Warranties		99
Covenants of the Parties		100
Survival of Representations, Warranties and Covenants; Indemnification		107
Termination		107
Amendments		108
Background of the Business Combination		108
Easterly’s Board of Directors’ Reasons for the Approval of the Business Combination		116
Sungevity’s Board of Directors’ Reasons for the Approval of the Business Combination		118
Certain Company Projected Financial Information		120

vi

	Page
Certain Interests of Easterly’s Directors and Officers and Others in the Business Combination		122
Certain Interests of Sungevity’s Directors and Officers in the Business Combination		123
Potential Purchases of Public Shares		123
Total Easterly Shares to be Issued in the Business Combination		124
Board of Directors of Easterly Following the Merger		124
Certificate of Incorporation		125
Name; Headquarters		125
Redemption Rights		125
Appraisal Rights		125
THE SUNGEVITY VOTING AGREEMENT		127
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		128
U.S. Federal Income Tax Considerations to U.S. Easterly Holders		129
U.S. Federal Income Tax Considerations to Non-U.S. Easterly Holders		130
U.S. Federal Income Tax Considerations to U.S. Sungevity Holders		131
INFORMATION ABOUT EASTERLY		134
General		134
Significant Activities Since Inception		134
Potential Purchases of Public Shares		135
Redemption of Public Shares and Liquidation if No Initial Acquisition		135
Employees		139
Properties		139
Legal Proceedings		139
MANAGEMENT OF EASTERLY		140
Directors and Executive Officers		140
Corporate Governance		142
Audit Committee		142
Compensation Committee		143
Director Nominations		143
Limitation on Liability and Indemnification of Officers and Directors		146
Fees Billed by Easterly’s Independent Registered Public Accounting Firm During Fiscal Year 2015		146
Pre-Approval Policy		147
Executive Compensation		147
EASTERLY MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		148
Overview		148
Results of Operations		148
Liquidity and Capital Resources		148
Critical Accounting Policies		150
INFORMATION ABOUT SUNGEVITY		152

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	Page
Business		152
The Sungevity Platform		153
Market Opportunity		155
Competitive Strengths		160
Growth Strategy		161
Sungevity’s Approach		162
Operations and Suppliers		172
Competition		173
Research & Development		173
Intellectual Property		173
Government Regulation		173
Government Incentives		174
Employees		175
Facilities		175
Legal Proceedings		176
MANAGEMENT OF SUNGEVITY		177
Executive Officers		177
Executive Compensation		178
SUNGEVITY MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		183
Overview		183
Recent Developments		186
Master Sale Agreements		186
Key Operating Metrics		187
Factors Affecting Sungevity’s Performance		187
Components of Results of Operations		188
Results of Operations		190
Liquidity and Capital Resources		195
Historical Cash Flows		199
Contractual Obligations		201
Off-Balance Sheet Arrangements		201
Critical Accounting Policies and Estimates		201
Quantitative and Qualitative Disclosures about Market Risk		206
Recent Accounting Pronouncements		206
MANAGEMENT OF SUNGEVITY HOLDINGS AFTER THE BUSINESS COMBINATION		208
Directors and Executive Officers		208
Director and Executive Officer Qualifications		210
Board of Directors		210
Chairman and Lead Director		211

viii

	Page
Code of Ethics		211
EXECUTIVE COMPENSATION AFTER THE BUSINESS COMBINATION		212
Executive Compensation		212
Director Compensation		213
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		214
DESCRIPTION OF THE POST-MERGER COMPANY’S SECURITIES		223
Description of Securities		223
Authorized and Outstanding Stock		223
Warrants		225
Transfer Agent and Warrant Agent		232
Listing of Securities		232
COMPARISON OF RIGHTS OF STOCKHOLDERS OF EASTERLY AND SUNGEVITY		233
BENEFICIAL OWNERSHIP OF SECURITIES		240
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS CONCERNING EASTERLY		243
Founder Shares		243
Private Placement Warrants		243
Notes Payable to Sponsor and Advances of Expenses		243
Administrative Services		243
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS CONCERNING SUNGEVITY		244
Private Placements		244
Preferred Stock Warrant Exercises		246
Preferred Stock Warrant Issuances		246
Agreement with Lowe’s Companies, Inc.		246
Investors’ Rights Agreement		247
Right of First Refusal and Co-Sale Agreement		247
Robert R. Davenport, III Employment Agreement		247
Indemnification Agreements		247
Offer Letters and Change in Control Benefits		247
Policies and Procedures for Related Party Transactions		247
PRICE RANGE OF SECURITIES AND DIVIDENDS		249
Easterly		249
Sungevity		249
APPRAISAL RIGHTS		251
Easterly Stockholder Appraisal Rights		251
Sungevity Stockholder Appraisal Rights		251
PROPOSAL NO. 1 – APPROVAL OF THE MERGER AGREEMENT AND THE BUSINESS COMBINATION		256
Votes Required For Approval		256

ix

	Page
Recommendation of the Board		257
PROPOSAL NO. 2 – APPROVAL OF THE AMENDMENTS TO EASTERLY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO CHANGE THE NAME AND TO REMOVE CERTAIN PROVISIONS RELATING TO ITS STATUS AS A BLANK CHECK COMPANY		258
Votes Required For Approval		260
Recommendation of the Board		260
PROPOSAL NO. 3 – APPROVAL OF AMENDMENT TO EASTERLY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ADOPT DELAWARE AS THE EXCLUSIVE FORUM FOR CERTAIN LEGAL ACTIONS		261
Votes Required For Approval		262
Recommendation of the Board		262
PROPOSAL NO. 4 – APPROVAL OF AMENDMENTS TO EASTERLY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A TWO-FOR-THREE REVERSE STOCK SPLIT OF ALL OF THE OUTSTANDING SHARES OF EASTERLY COMMON STOCK		263
Votes Required For Approval		266
Recommendation of the Board		266
PROPOSAL NO. 5 – APPROVAL OF AMENDMENT TO EASTERLY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO AUTHORIZE AN AUTOMATIC INCREASE IN THE NUMBER OF DIRECTORS SERVING ON THE BOARD OF DIRECTORS DURING ANY PERIOD WHEN HOLDERS OF ANY SERIES OF PREFERRED STOCK HAVE THE RIGHT TO ELECT ADDITIONAL DIRECTORS		267
Votes Required For Approval		268
Recommendation of the Board		268
PROPOSAL NO. 6 – APPROVAL AND ADOPTION OF THE SUNGEVITY HOLDINGS, INC. 2016 OMNIBUS EQUITY INCENTIVE PLAN		269
Votes Required For Approval		273
Recommendation of the Board		273
PROPOSAL NO. 7 – APPROVAL AND ADOPTION OF THE SUNGEVITY HOLDINGS, INC. 2016 EMPLOYEE STOCK PURCHASE PLAN		274
Votes Required For Approval		275
Recommendation of the Board		275
PROPOSAL NO. 8 – THE ADJOURNMENT PROPOSAL		276
Votes Required For Approval		276
Recommendation of the Board		276
LEGAL MATTERS		277
EXPERTS		277
DELIVERY OF DOCUMENTS TO STOCKHOLDERS		277
TRANSFER AGENT AND REGISTRAR		277
SUBMISSION OF STOCKHOLDER PROPOSALS		277
FUTURE STOCKHOLDER PROPOSALS		278
WHERE YOU CAN FIND MORE INFORMATION		278

x

	Page
INDEX TO FINANCIAL STATEMENTS		F-1
ANNEX A  Agreement and Plan of Merger and Amendment No. 1		Annex A
ANNEX B  Amended and Restated Certificate of Incorporation		Annex B
ANNEX C  Sungevity Holdings, Inc. 2016 Omnibus Equity Incentive Plan		Annex C
ANNEX D  Sungevity Holdings, Inc. 2016 Employee Stock Purchase Plan		Annex D
ANNEX E  Sungevity Voting Agreement		Annex E
ANNEX F  Section 262 of Delaware General Corporation Law		Annex F

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EXPLANATORY NOTE

This joint proxy and consent solicitation statement/prospectus relates to an Agreement and Plan of Merger, dated as of June 28, 2016, as amended by Amendment No. 1 dated September 20, 2016 (the “Merger Agreement”), by and among Easterly Acquisition Corp. (“Easterly”), Solaris Merger Sub Inc. (“Merger Sub”), Sungevity, Inc. (“Sungevity”), and Shareholder Representative Services LLC. Upon the terms and subject to the conditions of the Merger Agreement (a copy of which is attached to this joint proxy and consent solicitation statement/prospectus as Annex A), Sungevity and Easterly have agreed to effect a strategic business combination of their respective businesses through the merger of Sungevity with and into Merger Sub (the “Business Combination”). As a result of the Business Combination, Sungevity will survive the merger and become a wholly-owned subsidiary of Easterly Acquisition Corp. In connection with the Business Combination, among other things, Sungevity will continue to operate its existing business.

This document serves different purposes depending on the stockholders to whom it is delivered. With respect to Easterly and the holders of its common stock, this document serves as a proxy statement for a special meeting of Easterly stockholders being held on            , 2016, where Easterly stockholders will vote on, among other things, a proposal to approve and adopt the Merger Agreement and the Business Combination. With respect to Sungevity stockholders, this document serves as both (i) a consent solicitation statement of Sungevity stockholders, pursuant to which Sungevity stockholders are being asked to provide consents for the adoption and approval of the Merger Agreement and (ii) a prospectus for Easterly common stock that Sungevity securityholders will receive as a result of the Business Combination. Unless the context otherwise requires, all references in this joint proxy and consent solicitation statement/prospectus to “we,” “us,” or “our” refer to both Easterly and Sungevity.

MARKET AND INDUSTRY DATA

Information and management estimates contained in this joint proxy and consent solicitation statement/prospectus concerning the solar energy industry, including general expectations and market position, market opportunity and market share, are based on publicly available information, such as the U.S. Census Bureau and other research reports, as well as information from industry reports provided by third-party sources, such as GTM Research. Sungevity’s management estimates are also derived from Sungevity’s internal research, using assumptions made by Sungevity that it believes to be reasonable and Sungevity’s knowledge of the industry and markets in which Sungevity operates and expects to compete. Sungevity’s internal research has not been verified by any independent source, and Sungevity has not independently verified any third-party information. In addition, while Sungevity believes the market position, market opportunity and market share information included in this joint proxy and consent solicitation statement/prospectus is generally reliable, such information is inherently imprecise. Such data involves risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” commencing on page 47.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Easterly and Sungevity make forward-looking statements in this joint proxy and consent solicitation statement/prospectus. These forward-looking statements relate to expectations for future financial performance, business strategies and expectations for their businesses and their combined business following the Business Combination, and the timing and ability for Easterly and Sungevity to complete the Business Combination. Specifically, forward-looking statements may include statements relating to:

• the benefits of the Business Combination;

• the future financial performance of Sungevity and its subsidiaries following the Business Combination;

• Sungevity’s ability to develop or acquire new products and services, improve its existing products and services and increase the value of its products and services;

• Sungevity’s ability to increase its revenue and its revenue growth rate;

• Sungevity’s ability to enter into new master sale agreements or other financing arrangements in order to finance the acquisition and deployment of Sungevity Energy Systems;

• expectations concerning relationships with third parties, including channel partners and suppliers;

• government regulation, including compliance with regulatory requirements and changes in market rules, rates, tariffs, taxes and environmental laws;

• the retail price of utility-generated electricity;

• the availability of incentives relating to solar energy and assets;

• the effects of seasonal trends on Sungevity’s results of operations;

• Sungevity’s ability to borrow additional funds and access capital markets, as well as its indebtedness and the possibility that it may incur additional indebtedness in the future;

• the sufficiency of Sungevity’s cash and cash equivalents and cash generated from operations to meet its working capital and capital expenditure requirements;

• Sungevity’s ability to satisfy its loan repayment obligations at the closing of the Business Combination;

• operating and financial restrictions placed on Sungevity and its subsidiaries that are contained in its credit facilities and other material agreements;

• expectations regarding future sales of Sungevity notes and warrants;

• expectations regarding the calculation of merger consideration under different potential scenarios;

• hazards to solar power generation operations such as unusual weather conditions, catastrophic weather-related or other damage to facilities, unscheduled generation outages, maintenance or repairs or unanticipated maintenance costs;

• Sungevity’s ability to successfully enter new markets and manage its international expansion; and

• other statements preceded by, followed by or that include the words “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek” or “target,” or similar expressions.

These forward-looking statements are based on information available as of the date of this joint proxy and consent solicitation statement/prospectus, and expectations, forecasts and assumptions as of that date, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing Easterly’s or Sungevity’s views as of any subsequent date, and Easterly and Sungevity do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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In addition, you should not place undue reliance on forward-looking statements in deciding whether to provide your written consent, how to grant your proxy, instruct your nominee how your vote should be cast or whether to vote your shares on the proposals set forth in this joint proxy and consent solicitation statement/prospectus. As a result of a number of known and unknown risks and uncertainties, Easterly’s, Sungevity’s and their combined businesses’ actual results or performance may be materially different from those expressed or implied by their forward-looking statements. Some factors that could cause actual results to differ include, among others:

• the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement;

• a delay in completing, or the inability to complete, the transactions contemplated by the proposed Business Combination, due to a failure to obtain the approval of the stockholders of Easterly or Sungevity, a failure to satisfy other conditions to closing in the Merger Agreement or some other reason;

• the risk that the proposed Business Combination disrupts Sungevity’s current plans and operations;

• the reaction of Sungevity’s customers, vendors and channel partners to the Business Combination;

• the inability to realize anticipated benefits of the Business Combination, which could result from, among other things, competition, the inability to integrate the Easterly and Sungevity businesses or the inability of the combined business to grow and manage growth profitably;

• costs related to the Business Combination;

• the outcome of any legal proceedings that might be instituted against Easterly or Sungevity, including any legal proceedings relating to the proposed Business Combination;

• changes in applicable laws or regulations;

• the potential risk of redemptions by current Easterly stockholders in connection with the consummation of the Business Combination or the relative post-Merger ownership percentages;

• the possibility that Easterly or Sungevity might be adversely affected by other economic, business or competitive factors; and

• other risks and uncertainties indicated in this joint proxy and consent solicitation statement/prospectus, including those indicated under the section entitled “Risk Factors.”

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FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “Easterly” refers to Easterly Acquisition Corp., “Sungevity” refers to Sungevity, Inc. and the terms “Sungevity Holdings,” “combined company” and “post-Merger company” refer to Sungevity Holdings, Inc., which will be Easterly and Sungevity together following the consummation of the Business Combination.

In this document:

“Adjournment Proposal” means a proposal to adjourn the special meeting of the Easterly stockholders to a later date or dates, if necessary, to permit further solicitation of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote at such special meeting.

“Business Combination” and “Merger” each mean the transactions contemplated by the Merger Agreement whereby, among other things, (i) a wholly-owned subsidiary of Easterly will merge with and into Sungevity, (ii) Sungevity will become a wholly-owned subsidiary of Easterly, (iii) Easterly will issue shares of its common stock to Sungevity securityholders in exchange for their Sungevity securities, resulting in former Sungevity securityholders becoming stockholders of Easterly and (iv) Easterly will change its name to Sungevity Holdings, Inc.

“Business Combination Proposal” means the proposal to approve and adopt the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Business Combination of Easterly and Sungevity and the issuance by Easterly of shares of Easterly common stock to Sungevity securityholders.

“Current Capitalization” means the capitalization of Sungevity on September 14, 2016.

“Easterly” refers to Easterly Acquisition Corp., a Delaware corporation.

“Easterly common stock” means common stock, par value $0.0001 per share, of Easterly.

“Easterly special meeting” means the special meeting of stockholders of Easterly that is the subject of this joint proxy and consent solicitation statement/prospectus.

“Effective Time” means the time at which the Merger under the Merger Agreement is consummated.

“Employee Stock Purchase Plan” means the Sungevity Holdings, Inc. 2016 Employee Stock Purchase Plan.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Founder Shares” means the 5,000,000 shares of Easterly common stock (after giving effect to (i) a stock dividend of 0.2 shares for each outstanding share of Easterly common stock on July 29, 2015 and (ii) the forfeiture of 175,000 shares in August 2015) that were issued to the Sponsor prior to the IPO (72,000 Founder Shares of which were subsequently transferred to Easterly’s independent directors).

“initial stockholders” means the Sponsor, Easterly’s independent directors and their permitted transferees that hold Founder Shares and Private Placement Warrants.

“IPO” means Easterly’s initial public offering, consummated on August 4, 2015 through the sale of 20,000,000 public units at $10.00 per share.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of June 28, 2016, as amended by Amendment No. 1 dated September 20, 2016, by and among (i) Easterly, (ii) Merger Sub, (iii) Sungevity, and (iv) the Sellers Representative.

“Merger Sub” refers to Solaris Merger Sub Inc., a Delaware corporation.

“Omnibus Incentive Plan” or “Sungevity Holdings, Inc. 2016 Omnibus Equity Incentive Plan” means the Sungevity Holdings, Inc. 2016 Omnibus Equity Incentive Plan as amended and restated.

“Private Placement Warrants” means the 6,750,000 private placement warrants issued to the Sponsor, at a price of $1.00 per warrant, in a private placement that occurred simultaneously with the completion of the IPO.

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“proposed certificate” means the amended and restated certificate of incorporation of Easterly being proposed for approval by Easterly’s stockholders, a copy of which is attached as Annex B to this joint proxy and consent solicitation statement/prospectus.

“public shares” means shares of Easterly common stock issued in the IPO.

“public warrants” means the warrants issued in the IPO, each of which is exercisable for one share of Easterly common stock, in accordance with its terms.

“Securities Act” means the Securities Act of 1933, as amended.

“Sellers Representative” means Shareholder Representative Services LLC, as the representative of the stockholders of Sungevity for certain purposes of the Merger Agreement specified therein.

“Sponsor” means Easterly Acquisition Sponsor, LLC, a Delaware limited liability company.

“Sungevity” means Sungevity, Inc., a Delaware corporation.

“Sungevity Holdings” means Sungevity Holdings, Inc., which will be the name of Easterly Acquisition Corp. upon completion of the Business Combination.

“Sungevity Voting Agreement” means one of the voting agreements between five Sungevity stockholders and Easterly pursuant to which such Sungevity stockholders have agreed to vote their shares of Sungevity preferred stock or common stock in favor of the adoption of the Merger Agreement (including by written consent), subject to the terms of such voting agreement.

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FREQUENTLY ASKED QUESTIONS ABOUT THE BUSINESS COMBINATION, THE EASTERLY PROPOSALS, THE SUNGEVITY CONSENT SOLICITATION AND RELATED MATTERS

The following questions and answers are intended to briefly address what we anticipate will be frequently asked questions about the Business Combination, the Easterly special meeting, the Sungevity consent solicitation and related matters. The following questions and answers do not include all the information that may be important to you as an Easterly or Sungevity stockholder. We urge you to read this entire joint proxy and consent solicitation statement/prospectus, including the annexes and the other documents referred to herein. See the section titled “Where You Can Find More Information” beginning on page 278.

All share and warrant numbers set forth in this joint proxy and consent solicitation statement/prospectus assume that all Easterly units are separated into their components of one share of Easterly common stock and one-half of a warrant to purchase one share of Easterly common stock, which will occur upon the closing of the Merger. Except as specifically set forth in the section entitled “Proposal No. 4 — Approval of the Amendments to Easterly’s Amended and Restated Certificate of Incorporation to Effect a Two-for-Three Reverse Stock Split,” beginning on page 263 of this joint proxy and consent solicitation statement/prospectus, the share amounts set forth in this joint proxy and consent solicitation statement/prospectus do not account for the two-for-three reverse stock split, which will occur after the closing of the Merger if approved by Easterly’s stockholders.

About the Business Combination

Q: Why am I receiving this joint proxy and consent solicitation statement/prospectus?

A: Easterly and Sungevity entered into an Agreement and Plan of Merger on June 28, 2016, as amended by Amendment No. 1 dated September 20, 2016, providing for their business combination, whereby Merger Sub, a wholly-owned subsidiary of Easterly, will be merged with and into Sungevity, with Sungevity becoming a wholly-owned subsidiary of Easterly. This agreement, as amended and as it may be amended from time to time, is referred to as the Merger Agreement, and the transactions contemplated by the Merger Agreement are referred to as either the Merger or the Business Combination. A copy of the Merger Agreement is attached to this joint proxy and consent solicitation statement/prospectus as Annex A. Easterly’s stockholders are being asked to consider and vote upon a proposal to approve and adopt the Merger Agreement and the Business Combination, among other proposals described below. Sungevity’s stockholders are being asked to provide their written consent to approve the Business Combination and adopt and approve the Merger Agreement.

This joint proxy and consent solicitation statement/prospectus and its Annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Easterly special meeting and in the written consent in the case of Sungevity’s stockholders. You should read this joint proxy and consent solicitation statement/prospectus and its Annexes carefully and in their entirety.

Q: What will happen in the Business Combination?

A: Pursuant to the Business Combination, (i) Merger Sub will be merged with and into Sungevity, (ii) Sungevity will become a wholly-owned subsidiary of Easterly, (iii) Easterly will issue shares of Easterly common stock to Sungevity securityholders in exchange for their Sungevity securities, resulting in former Sungevity securityholders becoming stockholders of Easterly and (iv) Easterly will change its name to Sungevity Holdings, Inc.

Q: Following the Business Combination, will Easterly’s securities continue to trade on a stock exchange?

A: Yes, Easterly’s common stock, including the shares of Easterly common stock issuable to Sungevity securityholders pursuant to the Business Combination, and warrants will continue to be listed on The Nasdaq Capital Market, or Nasdaq, under the symbols “SGVT” and “SGVTW,” respectively. Prior to the closing, Easterly’s units, which currently are traded under the symbol “EACQU” will separate into their component shares of Easterly common stock and warrants to purchase one share of Easterly common stock.

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Q: Who will manage the combined company following the Business Combination?

A: We anticipate that the executive officers of Sungevity will manage the combined company upon the completion of the Business Combination. In particular, we anticipate that Andrew Birch will serve as Chief Executive Officer of the combined company and that Amanda Duisman will serve as acting Chief Financial Officer.

Additionally, we anticipate that the board of directors of the combined company will consist of a combination of certain of Sungevity’s current directors and certain of Easterly’s current directors. In particular, we anticipate that Darrell W. Crate and Avshalom Kalichstein (who are currently directors of Easterly) will continue as directors of the combined company and that Andrew Birch, Alexander Guettel and Robert R. Davenport, III (who are currently directors of Sungevity), and             and             (who are independent of Easterly and Sungevity) will be appointed to serve as directors of the combined company upon completion of the Business Combination, with Mr. Davenport serving as Chairman of the combined company’s board of directors.

Q: How has the announcement of the Business Combination affected the trading price of the Easterly common stock?

A: On June 28, 2016, the date immediately prior to the announcement of the Business Combination, the closing trading price of Easterly common stock on the Nasdaq Capital Market was $9.78 per share. On [           ], 2016, the date immediately prior to the date of this joint proxy and consent solicitation statement/prospectus, the closing trading price of Easterly common stock on the Nasdaq Capital Market was $[    ] per share.

Q: How will the Business Combination impact the Easterly shares outstanding after the Merger?

A: After the Merger, the amount of Easterly common stock outstanding will increase by 143% to 60,700,000 shares (assuming that no shares of Easterly common stock are redeemed). Further, additional shares of Easterly common stock may be issuable in the future as follows: (i) the issuance of any unallocated shares (or options to acquire shares) under the Omnibus Incentive Plan and the Employee Stock Purchase Plan, or (ii) the issuance of any shares upon the exercise of warrants to purchase up to a total of 16,750,000 shares of Easterly common stock that will remain outstanding following the Business Combination or any additional Private Placement Warrants that Easterly may issue to the Sponsor to repay working capital loans owed by Easterly to the Sponsor (currently in the amount of $15,000). The issuance and sale of these shares in the public market could adversely impact the market price of Easterly common stock.

Q: What happens to the capital stock of Easterly in the Merger?

A: There currently are 25,000,000 shares of Easterly common stock issued and outstanding, consisting of:

• 20,000,000 shares held by public stockholders; and

• 5,000,000 Founder Shares held by the Sponsor and Easterly’s independent directors.

In addition, there currently are 16,750,000 warrants for Easterly common stock outstanding, consisting of 10,000,000 public warrants and 6,750,000 Private Placement Warrants held by the Sponsor. Easterly may issue additional Private Placement Warrants to the Sponsor to satisfy outstanding working capital loans owed to the Sponsor by Easterly, as of September 26, 2016 in the amount of $15,000. The Sponsor has the right to elect to receive cash or warrants (valued at $1 per warrant) to satisfy such loans up to a maximum of one million warrants. Each warrant entitles the holder thereof to purchase one share of Easterly common stock at a price of $11.50 per share. The warrants will become exercisable on the later of (i) 30 days after the completion of Easterly’s initial business combination and (ii) twelve months from the date of the IPO, and expire at 5:00 p.m., New York City time, five years after the completion of Easterly’s initial business combination or earlier upon redemption or liquidation. Once the warrants become exercisable, Easterly may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants) in whole and not in part at a price of $0.01 per warrant, if the last sale price of Easterly’s common stock equals or exceeds $18.00 per share for any 20 trading days

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within a 30-trading day period. The Private Placement Warrants, however, are non-redeemable so long as they are held by the Sponsor or its permitted transferees. All share and warrant numbers set forth in this joint proxy and consent solicitation statement/prospectus assume that all Easterly units are separated into their components of one share of Easterly common stock and one-half of a warrant to purchase one share of Easterly common stock, which will occur upon the closing of the Merger.

Upon the closing of the Business Combination, Easterly will issue 35,700,000 shares of its common stock to Sungevity securityholders and certain employees of Sungevity resulting in a significant increase in the number of shares outstanding.

Q: What revenue and profits/losses has Sungevity generated in the last two years?

A: For the fiscal years 2015 and 2014, Sungevity had total revenue of $150.5 million and $107.3 million, and net losses of $128.5 million and $107.1 million, respectively. At the end of fiscal year 2015, Sungevity’s total assets were $183.6 million and its total debt was $76.8 million. See “Selected Historical Financial Information of Sungevity” on page 39 and “Sungevity Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information located on page 183.

Q: What is the nature of Sungevity’s business and operations?

A: Sungevity is a technology company whose platform enables the sale and installation of solar energy systems to residential and commercial customers in the United States and internationally. Sungevity serves customers in 14 U.S. states and the District of Columbia, as well as in the Netherlands, Belgium, Germany and the United Kingdom. Customers choose Sungevity to lower their energy costs, for the high level of customer service attributable to its “trusted advisor” sales approach and online customer service tools, for the ability to select from multiple product and financing offerings, and the environmental benefits of solar. Sungevity has invested heavily to develop a web-based, technology-enabled platform to automate the lead-generation, design, sale, financing, procurement, installation and monitoring of solar energy systems. The Sungevity technology platform is at the core of Sungevity’s asset-light business model, allowing the company to focus on delivering superior customer experience and value, while outsourcing the more capital intensive activities to a network of third-party providers of hardware, installation services and financing. The platform also facilitates partnerships with lead-generators and resellers to drive efficient customer growth. Regardless of the originating partner or marketing channel, all Sungevity customers enjoy the same best-in-class customer experience and the differentiated Sungevity Energy System. For more information about Sungevity, see the sections entitled “Information About Sungevity,” “Sungevity Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Management of Sungevity Holdings After the Business Combination” beginning on pages 152, 183 and 208, respectively.

Q: What will Sungevity securityholders receive in return for the acquisition of Sungevity by Easterly?

A: Upon the effectiveness of the Merger (the “Effective Time”), each issued and outstanding share of Sungevity common and preferred stock held by Sungevity stockholders, and each outstanding security convertible or exercisable for shares of common and preferred Sungevity stock outstanding prior to the Effective Time, will be converted into the right to receive a fraction of a share of Easterly common stock as determined in accordance with the Merger Agreement, pursuant to which an aggregate 35,000,000 shares of Easterly common stock will be issued to Sungevity securityholders (“Aggregate Easterly Common Stock”). Of this amount, 1,750,000 shares of Easterly common stock will be initially allocated, on a pro rata basis, to holders of Sungevity common stock and holders of vested options to purchase Sungevity common stock outstanding as of the Effective Time. In addition, certain employees of Sungevity will also be granted 700,000 shares of Easterly common stock (“Employee Grant Shares”).

The amount of Easterly common stock that each holder of Sungevity common or preferred stock will be entitled to receive at the Effective Time is subject to complex merger consideration allocation mechanics set forth in the Merger Agreement. These rules depend on the outstanding capital stock of Sungevity outstanding immediately prior to the Effective Time, including options and warrants and the amount of principal and accrued interest under notes convertible into shares of Sungevity capital stock. At the

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Effective Time, without giving effect to the reverse stock split that is discussed in Proposal No. 4 and assuming that the capitalization of Sungevity remains the same as the Current Capitalization based on the assumptions set forth in the following paragraph, Sungevity stockholders would receive the following consideration:

• each share of Sungevity Series D preferred stock will receive 0.0090382 of a share of Easterly common stock;

• each share of Sungevity Series C preferred stock will receive 0.0082920 of a share of Easterly common stock;

• each share of Sungevity Series B preferred stock will receive 0.0073246 of a share of Easterly common stock;

• each share of Sungevity Series A preferred stock will receive 0.0073246 of a share of Easterly common stock; and

• each share of Sungevity common stock will receive 0.0033685 of a share of Easterly common stock.

The foregoing consideration example reflects the following assumptions:

• reflects the $30.6 million aggregate principal amount of subordinated convertible notes issued by Sungevity prior to September 15, 2016 (together with warrants to purchase 233,151,337 shares of Sungevity Series D preferred stock in the aggregate);

• reflects Sungevity’s issuance of additional warrants exercisable for 62,487,620 shares of Sungevity’s Series D preferred stock in conjunction with additional ordinary course transactions;

• assumes, solely for purposes of calculating accrued interest under any subordinated convertible notes issued by Sungevity, that the Merger will close on November 30, 2016 and that any subordinated convertible notes issued by Sungevity on or after September 15, 2016 shall have been issued on October 1, 2016;

• assumes that there will be no exercises of vested options to purchase Sungevity common stock outstanding as of the date of the Merger Agreement; and

• assumes that there will be no exercises of warrants to purchase Sungevity capital stock outstanding as of the date of the Merger Agreement, except for the net-exercise of in-the-money Sungevity warrants immediately prior to the Effective Time and the termination of out-of-the money Sungevity warrants.

However, the number of shares of Easterly common stock that will be issued in exchange for the Sungevity common stock and each series of preferred stock will be determined pursuant to the merger consideration allocation rules based on the actual capitalization of Sungevity at the Effective Time, which could differ from the Current Capitalization based on a number of factors. For example, the Merger Agreement permits Sungevity to raise financing by issuing new subordinated convertible notes with an aggregate principal amount of up to $20.0 million, together with related warrants to purchase Sungevity Series D preferred stock. Since the date of the Merger Agreement through September 14, 2016, Sungevity has issued $15.8 million in subordinated convertible promissory notes with associated Series D warrants convertible into or exercisable for shares of Series D preferred stock. To the extent Sungevity issues additional shares of Series D Preferred Stock, or securities convertible into Series D preferred stock, prior to the Effective Time, the amounts allocated to holders of Sungevity preferred stock may be reduced. In addition, the number of outstanding shares of any series or class of Sungevity capital stock could be increased prior to the Effective Time by any exercise of outstanding warrants or options to purchase such shares of Sungevity capital stock, as a result of which the amounts allocated to holders of Sungevity preferred stock and Sungevity common stock each may be reduced. In addition, to the extent the reverse stock split proposal is approved by Easterly’s stockholders, the applicable exchange ratios calculated pursuant to the Merger Agreement and discussed in this summary of the merger consideration would be adjusted by a multiple of two-thirds.

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For more information about the merger consideration, including a scenario analysis of different capitalizations of Sungevity at the Effective Time, see the section entitled “The Merger Agreement —  Merger Consideration” on page 92.

Q: Will any merger consideration be held in an escrow account and subject to forfeiture for indemnity claims?

A: Recipients of the Preferred Stock Allocation will be subject to the escrow provisions of the Merger Agreement. Upon each exchange of Sungevity common stock or Sungevity preferred stock, 10% of each holder’s portion of the Preferred Stock Allocation (the “Escrow Shares”) will be deposited into an escrow account established pursuant to the terms and conditions of an escrow agreement by and among Easterly, Sellers Representative and Key Bank National Association, as escrow agent. The total amount of Escrow Shares to be placed in the escrow account at the closing of the Merger is 3,325,000. Such Escrow Shares shall provide security for the satisfaction of claims for indemnification made by Easterly indemnified parties under the Merger Agreement. The Escrow Shares shall be retained in the escrow account until 50% are released to the former Sungevity stockholders ten business days after Easterly is required to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and the remainder of the shares will be released to the former Sungevity stockholders ten business days after Easterly is required to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

Q: Will Sungevity securityholders be able to freely trade shares of Easterly common stock following the Business Combination?

A: The shares of Easterly common stock to be issued to Sungevity securityholders in the Merger have been registered under the Securities Act by the registration statement on Form S-4 of which this joint proxy and consent solicitation statement/prospectus forms a part. These shares may be traded freely and without restriction by those securityholders not deemed to be “affiliates” of Sungevity as that term is defined under the Securities Act, subject to the escrow or lock-up agreements that may be requested of securityholders that are also employees. An affiliate of a corporation, as defined by the rules promulgated under the Securities Act, is a person who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, that corporation. Resales by affiliates will be governed by the provisions of Rule 145 under the Securities Act, which requires that for a specified period, sales be made in compliance with the volume limitations, manner of sale provisions and current information requirements of Rule 144 under the Securities Act.

Q: What equity stake will current Easterly stockholders and former Sungevity securityholders hold in Sungevity Holdings after the closing?

A: It is anticipated that, upon completion of the Business Combination, Easterly’s pre-Merger public stockholders will retain an ownership interest of approximately 32.9%, the former securityholders of Sungevity will own approximately 57.7%, the Sponsor and Easterly’s independent directors will own approximately 8.2% and certain employees of Sungevity will own 1.2% of the outstanding common stock of Sungevity Holdings. These percentages are calculated based on a number of assumptions and are subject to adjustment in accordance with the terms of the Merger Agreement.

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The following table illustrates three scenarios of varying share ownership levels and ownership percentages based on the assumptions described above but assuming varying levels of redemptions by Easterly stockholders:

Assumptions

	No Shares of Easterly Common Stock are Redeemed		Percentage of Outstanding Shares			11.5 Million Shares of Easterly Common Stock are Redeemed ($115 million)(1)		Percentage of Outstanding Shares(1)			18.8 Million Shares of Easterly Common Stock are Redeemed ($187.8 million)(2)		Percentage of Outstanding Shares(2)
Easterly public stockholders		20,000,000		32.9	%		8,500,000		17.3	%		1,222,000		2.9	%
Former Sungevity securityholders		35,000,000		57.7	%		35,000,000		71.1	%		35,000,000		83.5	%
The Sponsor and independent directors		5,000,000		8.2	%		5,000,000		10.2	%		5,000,000		11.9	%
Certain employees of Sungevity		700,000		1.2	%		700,000		1.4	%		700,000		1.7	%

(1) For purposes of illustration only, assumes 11.5 million public shares of Easterly common stock are redeemed.

(2) For purposes of illustration only, assumes 18.8 million public shares of Easterly common stock are redeemed. Easterly has no specified maximum redemption threshold under its charter. In no event, however, will Easterly redeem public shares in an amount that would cause its net tangible assets to be less than $5,000,001. 18.778 milllion shares is the total estimated number of Easterly public shares that could be redeemed and still result in Easterly having net tangible assets of not less than $5,000,001.
  

If the actual facts are different than these assumptions, the percentage ownership retained by Easterly’s existing stockholders will be different. These percentages also do not take into account (i) the issuance of up to 9,600,000 unallocated shares (or options to acquire shares) under the Omnibus Incentive Plan and 1,800,000 shares under the Employee Stock Purchase Plan, (ii) the issuance of any shares upon the exercise of warrants to purchase up to a total of 16,750,000 shares of Easterly common stock that will remain outstanding following the Business Combination or any additional Private Placement Warrants that Easterly may issue to the Sponsor to repay working capital loans owed by Easterly to the Sponsor (currently in the amount of $15,000) or (iii) any shares of Easterly common stock surrendered to Easterly by former Sungevity securityholders after the consummation of the Business Combination as indemnification payments pursuant to the terms of the Merger Agreement. You should read “Summary — Easterly Shares to be Issued in the Business Combination” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Assuming (1) the issuance of the full number of shares of Easterly common stock described in clauses (i) and (ii) of the preceding paragraph (based on the current level of the Sponsor’s working capital loans with respect to clause (ii)), (2) none of Easterly’s stockholders exercise their redemption rights, and (3) no shares of Easterly common stock are surrendered to Easterly by former Sungevity securityholders as indemnification payments pursuant to the terms of the Merger Agreement, then ownership of the outstanding common stock of Sungevity Holdings would be expected to be as follows:

• Easterly’s pre-Merger public stockholders will retain an ownership interest of approximately 33.7% of the post-Merger company;

• the former securityholders of Sungevity will own approximately 39.3% of the outstanding common stock of the post-Merger company;

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• the Sponsor and the independent directors will own approximately 13.4% of the outstanding common stock of the post-Merger company.

See “Summary — Easterly Shares to be Issued in the Business Combination” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Q: What is the difference in the composition of stockholders before and after the Business Combination and the transactions related thereto?

A: The following diagrams show the percentage ownership of Easterly as of June 30, 2016 and the expected percentage ownership of Sungevity Holdings as of immediately following the Business Combination. These percentages are calculated based on 25,000,000 shares outstanding prior to the Business Combination and 60,700,000 shares outstanding after the Business Combination. The percentages assume no redemptions of Easterly common stock and do not take into account: (i) the issuance of up to 9,600,000 unallocated shares (or options to acquire shares) under the Omnibus Incentive Plan and 1,800,000 shares under the Employee Stock Purchase Plan, (ii) the issuance of any shares upon the exercise of warrants to purchase up to a total of 16,750,000 shares of Easterly common stock that will remain outstanding following the Business Combination or any additional Private Placement Warrants that Easterly may issue to the Sponsor to repay working capital loans owed by Easterly to the Sponsor (as of September 26, 2016 in the amount of $15,000) or (iii) any shares of Easterly common stock surrendered to Easterly by former Sungevity securityholders after the consummation of the Business Combination as indemnification payments pursuant to the terms of the Merger Agreement. You should read “Summary — Easterly Shares to be Issued in the Business Combination”, “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities” for further information.

 

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(1) Includes shares held by the Sponsor. David Cody, Darrell W. Crate and Avshalom Kalichstein may be deemed to beneficially own shares held by the Sponsor by virtue of their shared control of the Sponsor. Messrs. Cody, Crate and Kalichstein together have sole voting and investment power over the shares held by the Sponsor.

Q: Is the Merger the first step in a “going-private” transaction?

A: Easterly does not intend for the Merger to be the first step in a “going-private” transaction. One of the primary purposes of the Business Combination is to provide a platform for Sungevity to access the U.S. public markets.

Q: What conditions must be satisfied to complete the Business Combination?

A: There are a number of closing conditions in the Merger Agreement, including, but not limited to, the following:

• There must not be in effect any order by a governmental entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Merger Agreement;

• Easterly’s stockholders must adopt the Merger Agreement;

• Sungevity’s stockholders must adopt the Merger Agreement, and approve the Merger and the Business Combination in accordance with the General Corporation Law of the State of Delaware and Sungevity’s certificate of incorporation; and

• There must not have been any event or circumstance which resulted in a material adverse effect with respect to Sungevity, and no change or event shall have occurred that would reasonably be expected to result in such a material adverse effect.

In addition, under its amended and restated certificate of incorporation, Easterly may not redeem or repurchase Easterly common stock to the extent that such redemption would result in Easterly’s failure to have net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) in excess of $5 million.

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For a summary of all of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “The Merger Agreement.”

Q: What interests do the Sponsor and Easterly’s directors and officers have in the Business Combination?

A: Upon completion of the Business Combination, the Sponsor will hold 4,928,000 Founders Shares and warrants to purchase 6,750,000 shares. As of September 26, 2016, these shares would have a value of $48.6 million based on the closing price of a share of Easterly common stock on September 26, 2016 as reported by Nasdaq (the “September 26 Stock Price”) and the warrants would have a value of $4.0 million based on the closing price of an Easterly public warrant on September 26, 2016 as reported by Nasdaq (the September 26 Warrant Price”). Easterly’s independent directors will hold 72,000 Founder Shares, which as of September 26, 2016, would have a value of $0.7 million, based on the September 26 Stock Price. Easterly may also issue up to 1,000,000 additional Private Placement Warrants in repayment of working capital loans from the Sponsor, in lieu of cash repayment, at $1.00 per warrant. At September 26, 2016, the balance of the working capital loan from the Sponsor to Easterly was $15,000.

Q: What interests do Easterly’s current officers and directors have in the Business Combination that could conflict with a public stockholder?

A: Easterly’s directors and executive officers may have interests in the Business Combination that are different from, in addition to or in conflict with, yours. These interests include:

• the approximately 4.9 million total Founder Shares that the Sponsor (or its members) will hold following the Business Combination, subject to lock-up agreements, which would have a value at September 26, 2016 of $48.6 million based on the September 26 Stock Price;

• the 72,000 total Founder Shares that Easterly’s independent directors will continue to own following the Merger, subject to lock-up agreements, which would have a total value at September 26, 2016 of $0.7 million based on the September 26 Stock Price;

• the 6.75 million total Private Placement Warrants to purchase shares of Easterly common stock that the Sponsor (or its members) will hold following the Business Combination, which would have a value at September 26, 2016 of $4.0 million based on the September 26 Warrant Price;

• if Easterly is unable to complete a business combination within the required time period, Easterly’s Chairman, its Chief Executive Officer and David Cody will be personally liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Easterly for services rendered or contracted for or products sold to Easterly, but only if such a vendor or target business has not executed a waiver of claims against the Trust Account and except as to any claims under Easterly’s indemnity of the underwriters;

• the continuation of certain of Easterly’s officers and directors as directors (but not officers) of Sungevity Holdings following the closing; and

• the continued indemnification of current directors and officers of Easterly and the continuation of directors’ and officers’ liability insurance after the Business Combination.

Further, each of Easterly’s directors, directly or indirectly, holds Founder Shares that are not subject to redemption and certain of Easterly’s directors indirectly hold Private Placement Warrants that would retire worthless if a Business Combination is not consummated; as a result, Easterly’s directors have a financial incentive to see a Business Combination consummated rather than lose whatever value is attributable to the Founder Shares and Private Placement Warrants. These interests may influence Easterly’s directors in making their recommendation that you vote in favor of the Business Combination Proposal, and the transactions contemplated thereby.

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Q: What interests do Sungevity’s directors and officers have in the Merger?

A: Upon completion of the Business Combination, the executive officers of Sungevity will collectively beneficially own 568,960 shares of Easterly common stock. In addition to the foregoing, certain of the officers may receive a portion of the Employee Grant Shares following the Business Combination. As of September 26, 2016, these shares, excluding the Employee Grant Shares, would have a value of approximately $5.6 million based on the September 26 Stock Price. Sungevity’s non-management directors will collectively beneficially own 13,619,682 shares of Easterly common stock, which as of September 26, 2016, would have a value of $134.3 million, based on the September 26 Stock Price. The above calculations of share amounts and value assume the capitalization of Sungevity remains the same as the Current Capitalization and do not take into account (i) the issuance of up to 9,600,000 unallocated shares (or options to acquire shares) under the Omnibus Incentive Plan and 1,800,000 shares under the Employee Stock Purchase Plan, (ii) the issuance of any shares upon the exercise of warrants to purchase up to a total of 16,750,000 shares of Easterly common stock that will remain outstanding following the Business Combination or any additional Private Placement Warrants that Easterly may issue to the Sponsor to repay working capital loans owed by Easterly to the Sponsor (currently in the amount of $15,000) or (iii) any shares of Easterly common stock surrendered to Easterly by former Sungevity securityholders after the consummation of the Business Combination as indemnification payments pursuant to the terms of the Merger Agreement. Because the actual facts will be different than these assumptions, the percentage ownerships listed above will be different.

Q: What interests do Sungevity’s current officers and directors have in the Business Combination that could conflict with those of all other stockholders?

A: Sungevity’s directors and executive officers may have interests in the Business Combination that are different from, in addition to or in conflict with, yours. These interests include:

• a portion of the additional 700,000 shares of Easterly common stock reserved for issuance to certain employees of Sungevity following the Business Combination may be allocated to certain of the officers;

• certain executive officers may receive additional stock option grants under the Sungevity Holdings, Inc. 2016 Omnibus Equity Incentive Plan;

• certain executive officers will be subject to revised employment agreements which will be effective only following the Business Combination (see “Management of Sungevity”);

• for those directors and officers who will be continuing with the combined entity following the Business Combination, the receipt of additional compensation (see “Management of Sungevity Holdings after the Business Combination”);

• the continuation of certain of Sungevity’s officers and directors as officers and directors of the post-Merger company following the closing; and

• the continued indemnification of current directors and officers of Sungevity and the continuation of directors’ and officers’ liability insurance after the Business Combination.

Q: What happens to Easterly if the Business Combination is not consummated?

A: There are certain circumstances under which the Merger Agreement may be terminated. See the section entitled “The Merger Agreement” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Merger Agreement or otherwise, Easterly is unable to complete the Business Combination or another business combination transaction by August 4, 2017, Easterly’s amended and restated certificate of incorporation provides that Easterly will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the 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 on the funds held in the Trust Account and not previously released to Easterly to pay its franchise and income taxes (less $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public

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shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Easterly’s remaining stockholders and Easterly’s board of directors, dissolve and liquidate, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. See the section entitled “Risk Factors — If Easterly is unable to effect a business combination by August 4, 2017, Easterly will be forced to liquidate and the warrants will expire worthless and  — If Easterly is forced to liquidate, Easterly’s stockholders may be held liable for claims by third parties against Easterly to the extent of distributions received by them.” Holders of the Founder Shares have waived any right to any liquidation distribution with respect to those shares.

In the event of liquidation, there will be no distribution with respect to Easterly’s outstanding warrants. Accordingly, the warrants will expire worthless.

Q: What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A: If the Business Combination is consummated, the funds held in the Trust Account will be released to pay:

• general corporate purposes of the post-Merger company following the Business Combination;

• unpaid franchise and income taxes of the post-Merger company;

• Easterly stockholders who properly exercise their redemption rights; and

• an estimated $10 million of certain fees, costs and expenses (including $7 million of deferred underwriting compensation to the underwriters of the IPO, regulatory fees, legal fees, accounting fees, printer fees, and other professional fees) that were incurred by Easterly or Sungevity in connection with the transactions contemplated by the Business Combination.

Q: When is the Business Combination expected to be completed?

A: It is currently anticipated that the Business Combination will be consummated promptly following the Easterly special meeting of stockholders, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived.

For a description of the conditions to the completion of the Business Combination, see the section entitled “The Merger Agreement — Conditions to Closing of the Merger.”

Q: Do Easterly stockholders have appraisal rights if they object to the proposed Business Combination?

A: No. There are no appraisal rights available to holders of Easterly common stock in connection with the Business Combination.

Q: Do Sungevity stockholders have appraisal rights if they object to the proposed Business Combination?

A: Yes, Sungevity holders of common stock are entitled to appraisal rights under Section 262 of the DGCL in connection with the Business Combination.

About the Redemption Rights of Easterly Public Stockholders

Q: Do I have redemption rights?

A: If you are a holder of Easterly public shares, you may have your public shares redeemed for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account, which holds the proceeds of the IPO, as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to Easterly to pay its franchise and income taxes, upon the consummation of the Business Combination. For illustrative purposes, based on funds in the Trust Account of approximately $200 million on June 30, 2016, the estimated per share redemption price would have been approximately $10.00. This is equal to the $10.00

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initial public offering price of Easterly’s units. Additionally, shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the Trust Account including interest earned on the funds held in the Trust Account and not previously released to Easterly to pay franchise and income taxes (less $100,000 of interest to pay dissolution expenses) in connection with the liquidation of the Trust Account.

Q. Can the Sponsor or the Easterly independent directors redeem their Easterly common stock?

A: All of the holders of Founder Shares, which includes the Sponsor and Easterly’s independent directors, have agreed to waive their redemption rights with respect to their Founder Shares and have agreed to waive their redemption rights with respect to any public shares that they may have acquired during or after the IPO in connection with the completion of the Business Combination. The Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

Q. Is there a limit on the number of shares I may redeem?

A: A public stockholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to 15% or more of public shares of Easterly common stock. Accordingly, all shares in excess of 15% owned by a holder will not be redeemed for cash. On the other hand, a public stockholder who holds less than 15% of the public shares of common stock may redeem all of the public shares held by him for cash.

Q: How will the level of redemptions affect the post-Business Combination company?

A: The number of redemptions requested by Easterly stockholders would affect the amount of cash from the Trust Account available to pay transaction expenses and the amount of cash from the Trust available for general corporate purposes following the Merger. Each redemption of public shares by Easterly’s public stockholders will decrease the amount in the Trust Account, which is approximately $200 million as of June 30, 2016. Easterly has no specified maximum redemption threshold under its charter. In no event, however, will Easterly redeem public shares in an amount that would cause its net tangible assets to be less than $5,000,001.

Q: Will how I vote affect my ability to exercise redemption rights?

A: No. You may exercise your redemption rights whether you vote your shares of Easterly common stock for or against the Business Combination Proposal. As a result, the Business Combination Proposal can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a less liquid trading market, fewer stockholders, less cash and the potential inability to meet the listing standards of Nasdaq.

Q: How do I exercise my redemption rights?

A: In order to exercise your redemption rights, you must, prior to 5:00 p.m. Eastern time on            , 2016 (two business days before the Easterly special meeting), (i) if you hold Easterly units, elect to separate your Easterly units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to your public shares, (ii) submit a written request to Easterly’s transfer agent that it redeem your public shares for cash, and (iii) deliver your stock to Easterly’s transfer agent physically or electronically through Depository Trust Company, or DTC. The address of Continental Stock Transfer & Trust Company, its transfer agent, is listed under the question “Who can help answer my questions?” below. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with Easterly’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to Easterly’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that its transfer agent return the shares (physically or electronically). You may make such request by contacting Easterly’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?”

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Q: What are the federal income tax consequences of exercising my redemption rights?

A: Easterly stockholders who exercise their redemption rights to receive cash from the Trust Account in exchange for their shares of Easterly common stock generally will be required to treat the transaction as a sale of such shares and recognize gain or loss upon the redemption in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the shares of Easterly common stock redeemed. Such gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. See the section entitled “Material U.S. Federal Income Tax Considerations.”

Q: If I am an Easterly warrant holder, can I exercise redemption rights with respect to my warrants?

A: No. There are no redemption rights with respect to Easterly’s warrants.

Q: How will the level of redemptions affect the Merger Consideration?

A: The total merger consideration would not be impacted by the level of redemptions. However, the number of redemptions requested by Easterly stockholders would affect the amount of cash available to the post-Merger company. Each redemption of public shares by Easterly’s public stockholders will decrease the amount in the Trust Account, which is approximately $200 million as of June 30, 2016.

About the Easterly Special Meeting

Q: What is being voted on at the Easterly special meeting?

A: Below are the proposals on which Easterly’s stockholders are being asked to consider and vote upon at the Easterly special meeting.

1. Proposal No. 1 — To approve and adopt the Merger Agreement and the transactions contemplated by the Merger Agreement, including the business combination of Easterly and Sungevity and the issuance by Easterly of shares of Easterly common stock to Sungevity securityholders (this proposal is referred to herein as the “Business Combination Proposal”);

2. Proposal No. 2 — To approve amendments to Easterly’s amended and restated certificate of incorporation to change its name to Sungevity Holdings, Inc. and to remove certain provisions related to Easterly’s status as a blank check company;

3. Proposal No. 3 — To approve amendments to Easterly’s amended and restated certificate of incorporation to adopt Delaware as the exclusive forum for certain litigation;

4. Proposal No. 4 — To approve amendments to Easterly’s amended and restated certificate of incorporation to effect a two-for-three reverse stock split of all of the outstanding shares of Easterly common stock;

5. Proposal No. 5 — To approve amendments to Easterly’s amended and restated certificate of incorporation to authorize an automatic increase in the number of directors serving on the board of directors during any period when holders of any series of preferred stock have the right to elect additional directors pursuant to Easterly’s amended and restated certificate of incorporation and to provide for the other terms applicable to the directors elected by holders of preferred stock (Proposals 2 through 5 are collectively referred to as the “Certificate Proposals”);

6. Proposal No. 6 — To approve the Sungevity Holdings, Inc. 2016 Omnibus Equity Incentive Plan (this proposal is referred to herein as the “Incentive Plan Proposal”);

7. Proposal No. 7 — To approve the Sungevity Holdings, Inc. 2016 Employee Stock Purchase Plan (this proposal is referred to herein as the “Employee Stock Purchase Plan Proposal”); and

8. Proposal No. 8 — To approve the adjournment of the Easterly special meeting of stockholders to a later date or dates, if necessary, to permit further solicitation of proxies in the event that, based upon the tabulated vote at the time of the Easterly special meeting, there are not sufficient votes to approve one or more proposals presented at the Easterly special meeting of stockholders (this proposal is referred to

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herein as the “Adjournment Proposal”). This proposal will only be presented at the Easterly special meeting if there are not sufficient votes to approve one or more of the other proposals presented to stockholders for vote.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this joint proxy and consent solicitation statement/prospectus and its annexes.

Q: Are the Easterly proposals conditioned on one another?

A: Yes.

• The Business Combination Proposal is conditioned on Proposal No. 2;

• The Certificate Proposals, the Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal are each conditioned on the Business Combination Proposal; and

• The Adjournment Proposal does not require the approval of any other proposal to be effective and will only be presented at the Easterly special meeting if there are not sufficient votes to approve one or more of the other proposals.

It is important for you to note that approval of the Business Combination Proposal and Proposal No. 2 is a closing condition under the Merger Agreement. Accordingly, if the Business Combination Proposal or Proposal No. 2 is not approved by Easterly’s stockholders and Easterly and Sungevity do not waive the closing conditions, then the Business Combination will not be consummated.

Q: What happens to Easterly if Easterly stockholders do not approve the Business Combination Proposal and Proposal No. 2?

A: If Easterly stockholders do not approve the Business Combination Proposal and Proposal No. 2, then Easterly cannot consummate the Business Combination. If Easterly does not consummate the Business Combination and fails to complete an initial business combination by August 4, 2017, Easterly will be required to dissolve and liquidate the Trust Account.

Q: Why is Easterly providing its stockholders with the opportunity to vote on the Business Combination Proposal?

A: The Business Combination Proposal provides for the approval and adoption by Easterly stockholders of the Merger Agreement and the Business Combination. Pursuant to the Business Combination, among other things:

• Sungevity will be merged with and into Merger Sub and become a wholly-owned subsidiary of Easterly;

• Easterly will issue 35,000,000 shares of its common stock to Sungevity securityholders and 700,000 restricted shares of its common stock to certain Sungevity employees under the Omnibus Incentive Plan; and

• the Business Combination will result in a change in control of Easterly.

Easterly’s amended and restated certificate of incorporation requires that it provide all holders of its public shares with the opportunity to have their public shares redeemed upon the consummation of its initial business combination in conjunction with either a tender offer or a stockholder vote. For business and other reasons, Easterly has elected to provide Easterly stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote rather than pursuant to a tender offer. As a result, Easterly public stockholders will have the opportunity to redeem their public shares in connection with the closing of the Business Combination.

Additionally, Nasdaq Listing Rule 5635(a) requires stockholder approval where, among other things, the issuance of securities in a transaction exceeds 20% of the number of shares of common stock or the voting power outstanding before the transaction, and Nasdaq Listing Rule 5635(b) requires stockholder approval where the issuance of securities will result in a change of control. Easterly will issue 35,000,000 shares of Easterly common stock, or 140% of the 25,000,000 currently outstanding shares of Easterly

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common stock to Sungevity securityholders pursuant to the Business Combination (assuming no redemptions of Easterly’s public shares and no additional issuances of Easterly common stock). Therefore, Easterly is required to obtain the approval of its stockholders under both Nasdaq Listing Rules 5635(a) and 5635(b).

Accordingly, the Business Combination Proposal is being proposed to satisfy the approval requirements for the Business Combination under Easterly’s charter and Nasdaq Listing Rules 5635(a) and 5635(b).

Q: Why is Easterly proposing the Certificate Proposals?

A: The Certificate Proposals that Easterly is asking its stockholders to approve in connection with the Business Combination consist of (i) Proposal No. 2 — amendments to Easterly’s amended and restated certificate of incorporation to change its name to Sungevity Holdings, Inc. and remove provisions related to its status as a blank check company, (ii) Proposal No. 3 — to adopt Delaware as the exclusive forum for certain litigation, (iii) Proposal No. 4 — to effect a two-for-three reverse stock split of all of the outstanding shares of Easterly common stock, and (iv) Proposal No. 5 — to authorize an automatic increase in the number of directors serving on the board of directors during any period when holders of any series of preferred stock have the right to elect additional directors pursuant to Article IV of the amended and restated certificate of incorporation and to provide for the other terms applicable to the directors elected by holders of preferred stock.

Easterly stockholders are being asked to approve the Certificate Proposals in connection with the Business Combination in order to, among other things, change our name to Sungevity Holdings, Inc. to better reflect our operating business, to remove provisions related to Easterly’s status as a blank check company and to make other changes that the Board of Directors deems appropriate for the public operating company after the Business Combination.

Q: Why is Easterly proposing the Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal?

A: The purpose of the Sungevity Holdings, Inc. 2016 Omnibus Equity Incentive Plan and the Sungevity Holdings, Inc. 2016 Employee Stock Purchase Plan is to enable Sungevity Holdings to offer eligible employees, directors and consultants cash and stock-based incentive awards and the ability to purchase Sungevity Holdings common stock in order to attract, retain and reward these individuals and strengthen the mutuality of interests between them and its stockholders.

Q: What happens if I sell my shares of Easterly common stock before the Easterly special meeting of stockholders?

A: The record date for the Easterly special meeting of stockholders will be earlier than the date of the special meeting. If you transfer your shares of Easterly common stock after the record date, but before the Easterly special meeting of stockholders, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Easterly special meeting of stockholders.

Q: What vote is required to approve the proposals presented at the Easterly special meeting of stockholders?

A: The approval of the Business Combination Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal require the affirmative vote of holders of a majority of the shares of Easterly common stock that are voted on each respective proposal at the Easterly special meeting of stockholders. Accordingly, an Easterly stockholder’s failure to vote by proxy or to vote in person at the Easterly special meeting of stockholders, an abstention from voting, or the failure of an Easterly stockholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee (a “broker non-vote”) will have no effect on the outcome of any vote on these proposals.

The approval of each Certificate Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Easterly common stock outstanding. Accordingly, an Easterly stockholder’s failure

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to vote by proxy or to vote in person at the Easterly special meeting of stockholders, an abstention from voting or a broker non-vote will have the same effect as a vote “AGAINST” a Certificate Proposal.

Q: How many votes do I have at the Easterly special meeting of stockholders?

A: Easterly’s stockholders are entitled to one vote at the Easterly special meeting for each share of Easterly common stock held of record as of the record date. As of the close of business on the record date, there were 25,000,000 outstanding shares of Easterly common stock.

Q: What constitutes a quorum at the Easterly special meeting of stockholders?

A: Holders of a majority in voting power of Easterly’s common stock issued and outstanding and entitled to vote at the Easterly special meeting, present in person or represented by proxy, constitute a quorum. In the absence of a quorum, a majority of Easterly stockholders, present in person or represented by proxy, will have power to adjourn the Easterly special meeting.

As of the record date for the Easterly special meeting, 12,500,001 shares of Easterly common stock would be required to achieve a quorum.

Q: How will Easterly’s Sponsor, directors and officers vote?

A: In connection with the IPO, Easterly entered into agreements with the Sponsor and with Easterly’s independent directors, pursuant to which each agreed to vote his or its Founder Shares and any other shares acquired during and after the IPO in favor of the Business Combination Proposal. Neither the Sponsor nor Easterly’s directors or officers have purchased any shares during or after the IPO and neither Easterly nor the Sponsor, its directors or its officers have entered into agreements, and are not currently in negotiations, to purchase shares. Currently, the Sponsor, Easterly’s independent directors and their permitted transferees, own 20.0% of the issued and outstanding shares of Easterly common stock, consisting of 100% of the Founder Shares.

Q: How do I vote?

A: If you were a holder of record of Easterly common stock on            , 2016, the record date for the Easterly special meeting of stockholders, you may vote or have your shares voted with respect to the applicable proposals:

• in person at the Easterly special meeting of stockholders; or

• by submitting a proxy to vote by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Easterly special meeting of stockholders and vote in person, obtain a proxy from your broker, bank or nominee.

Q: What will happen if I sign and return my proxy card without indicating how I wish to vote?

A: If you are a record holder, then signed and dated proxies received by Easterly without an indication of how the stockholder of record intends to vote on a proposal will be voted in favor of each proposal presented to the stockholders.

Q: If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A: No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe the proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. If you do not provide instructions with your proxy, your bank, broker, or other nominee may deliver a proxy card

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expressly indicating that it is NOT voting your shares; this indication that a bank, broker, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purpose of determining the existence of a quorum or for purposes of determining the number of votes cast at the Easterly special meeting. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q: If I am not going to attend the Easterly special meeting of stockholders in person, should I return my proxy card instead?

A: Yes. Whether you plan to attend the Easterly special meeting or not, please read the enclosed joint proxy and consent solicitation statement/prospectus carefully, and submit your proxy to vote by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q: May I change my vote after I have submitted my signed proxy card?

A: Yes. You may change your vote by sending a later-dated, signed proxy card to Easterly’s secretary at the address listed below so that it is received by its secretary prior to the Easterly special meeting of stockholders, or attending the Easterly special meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to Easterly’s secretary, which must be received by Easterly’s secretary prior to the Easterly special meeting.

Q: What should I do if I receive more than one set of voting materials?

A: You may receive more than one set of voting materials, including multiple copies of this joint proxy and consent solicitation statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q: Who will solicit and pay the cost of soliciting proxies?

A: Easterly will pay the cost of soliciting proxies for the Easterly special meeting. Easterly has engaged Morrow & Co., LLC (“Morrow”) to assist in the solicitation of proxies for the Easterly special meeting. Easterly has agreed to pay Morrow a fee of $22,500, plus disbursements. Easterly will reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. Easterly also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Easterly’s common stock for their expenses in forwarding soliciting materials to beneficial owners of Easterly’s common stock and in obtaining voting instructions from those owners. Easterly’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q: What do I need to do now if I am an Easterly stockholder?

A: You are urged to carefully read and consider the information contained in this joint proxy and consent solicitation statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as an Easterly stockholder. You should then submit your proxy as soon as possible in accordance with the instructions provided in this joint proxy and consent solicitation statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

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Q: Who can help answer my questions?

A: If you have questions about the proposals or if you need additional copies of the joint proxy and consent solicitation statement/prospectus or the enclosed proxy card, you should contact:

Easterly Acquisition Corp.
375 Park Avenue, 21^st Floor
New York, NY 10152
Telephone: (646) 712-8300
Email: info@easterlyacquisition.com

You may also contact Easterly’s proxy solicitor at:

Morrow & Co., LLC
470 West Avenue, 3^rd Floor
Stamford, CT 06902
Stockholders, please call toll free: (800) 662-5200
Banks and Brokerage Firms, please call collect: (203) 658-9400
Email: Easterly.info@morrowco.com

To obtain timely delivery, Easterly’s stockholders must request the materials no later than five business days prior to the Easterly special meeting.

You may also obtain additional information about Easterly from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to Easterly’s transfer agent prior to the Easterly special meeting of stockholders. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
17 Battery Place
New York, NY 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com

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About the Sungevity Consent Solicitation

Q: Why is Sungevity entering into the Merger Agreement?

A: In considering the Merger, Sungevity’s board considered a wide variety of factors, including the long-term benefits of a strong balance sheet and well capitalized company; the financial expertise and experience of Easterly’s management and the maintenance of Sungevity’s current management structure going forward. (See “The Merger Agreement — Sungevity’s Board of Directors’ Reasons for the Approval of the Business Combination” on page 118). Sungevity has incurred net losses since its formation and expects to continue to incur net losses as it finances expansion of its operations. A merger with Easterly provides Sungevity not only with additional capital with which to finance its operations but also access to public markets for continued financing of its operations. Ultimately, Sungevity’s board of directors has determined that the Merger and the Merger Agreement are in the best interests of Sungevity and its stockholders.

Q: What vote of Sungevity stockholders is required to approve the Business Combination?

A: The Sungevity stockholders are being asked to approve and adopt the Merger Agreement and the transactions contemplated by the Merger Agreement. Pursuant to the Business Combination, among other things:

• Sungevity will be merged with and into Merger Sub and become a wholly-owned subsidiary of Easterly;

• Easterly will issue 35,000,000 shares of its common stock to Sungevity securityholders and 700,000 restricted shares of its common stock to certain Sungevity employees under the Omnibus Incentive Plan; and

• All currently outstanding shares of preferred and common stock, warrants and stock options of Sungevity will be cancelled.

In order to consummate the Business Combination, Sungevity’s charter requires the consent of a majority of the outstanding voting stock of Sungevity, including Class A common stock and preferred stock voting on an as-converted to Class A common stock basis. In addition, the terms and conditions of the Sungevity charter and the Merger Agreement require the approval by the holders of a majority of the outstanding shares of Series A preferred stock entitled to vote, the holders of a majority of the outstanding shares of Series B preferred stock entitled to vote, the holders of a majority of the outstanding shares of Series C preferred stock entitled to vote, the holders of a majority of the outstanding shares of Series D preferred stock entitled to vote and the holders of a majority of the outstanding shares of each series of preferred stock, voting as a single class. Therefore, Sungevity is requesting the approval and adoption of the Merger Agreement and the Business Combination by the Sungevity stockholders.

Q: What happens to the capital stock of Sungevity in the Merger?

A: As of August 31, 2016, there are 3,245,240,733 shares of Sungevity common and preferred stock issued and outstanding, consisting of:

• 12,000,000 shares of Class A common stock;

• 25,051,626 shares of Class B common stock;

• 76,336,303 shares of Series A preferred stock;

• 900,931,595 shares of Series B preferred stock;

• 1,126,260,017 shares of Series C preferred stock; and

• 1,104,661,192 shares of Series D preferred stock.

In addition, there are currently 595,850,000 shares of common stock of Sungevity reserved for issuance under equity incentive plans and 551,698,333 options to purchase Sungevity common stock issued and outstanding at various exercise prices as of August 31, 2016. Sungevity also has warrants to purchase

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20,000,000 shares of common stock, 137,255 shares of Series A preferred stock, 170,116,130 shares of Series B preferred stock, 153,583,333 shares of Series C preferred stock and 136,352,171 shares of Series D preferred stock issued and outstanding at various exercise prices as of August 31, 2016.

Each share of common and preferred stock of Sungevity will be converted into the right to receive shares of Easterly common stock as described in the section titled “The Merger Agreement — Merger Consideration” on page 92. Sungevity stock options that have vested prior to the Effective Time will also be exchanged for shares of Easterly common stock as described in the section titled “The Merger Agreement — Merger Consideration” on page 92. Each in-the-money warrant exercisable for shares of Sungevity stock shall be treated as if it were exercised immediately prior to the Effective Time (on a “net exercise” basis in accordance with the terms of the warrants, as amended), based on the value attributable to the shares of Sungevity stock underlying the warrants pursuant to the allocation provided for in the Merger Agreement, and all out-of-the-money warrants will be terminated at the Effective Time.

Q: How will Sungevity’s directors and executive officers vote their shares with respect to the Business Combination?

A: As of August 31, 2016, Sungevity’s directors and executive officers (or their affiliates) own 39.6% of the outstanding voting power of Sungevity. This includes 66.7% of the outstanding Class A common stock, 24.2% of the outstanding Series A preferred stock, 19.2% of the outstanding Series B preferred stock, 63.4% of the outstanding Series C preferred stock and 33.8% of the outstanding Series D preferred stock. We cannot state definitively which way the Sungevity directors and executive officers will vote. However, some of the affiliates of the directors and executive officers may be obligated to vote their shares in favor of the Business Combination under the Sungevity Voting Agreements (See “The Sungevity Voting Agreement” on page 127).

Q: What happens if the Business Combination is not consummated?

A: If the Business Combination is not consummated, Sungevity will continue as an independent company. In the event that Sungevity continues as an independent company, it will likely need to raise additional capital due to its recurring and expected future losses from operations. Sungevity has incurred net losses since its formation in 2007 and expects to continue to incur net losses as it finances the expansion of its operations, sales, marketing, software engineering, design and administration staffs and implements internal systems and infrastructure to support its growth. Sungevity’s ability to obtain financing on advantageous terms, or at all, depends on its continued financial and operating performance, as well as the confidence level of its lenders in its business and the renewable energy industry. If Sungevity stockholders do not approve the Business Combination and Sungevity is unable to find additional sources of financing on advantageous terms, or at all, Sungevity may have to delay, scale back or eliminate some of its sales and marketing efforts and development activities or other operations.

Q: Who is soliciting my written consent?

A: The Sungevity board is providing these Sungevity consent solicitation materials to you to request that the holders of Sungevity’s Class A common stock and preferred stock execute and return written consents to adopt the Merger Agreement and the Business Combination. These materials also constitute a prospectus with respect to the Easterly common stock issuable to Sungevity stockholders in connection with the consummation of the Merger and a proxy statement for holders of Easterly common stock.

Q: Do I have appraisal rights if I object to the proposed Business Combination?

A: Yes. Pursuant to Section 262 of the DGCL, holders of Sungevity common stock and preferred stock who comply with the applicable requirements of Section 262 of the DGCL and do not otherwise withdraw or lose the right to appraisal under Delaware law have the right to seek appraisal of the fair value of their shares of Sungevity common stock, as determined by the Delaware Court of Chancery, if the Merger is completed. The “fair value” of your shares of Sungevity common stock or preferred stock as determined by the Delaware Court of Chancery may be more or less than, or the same as, the value of the Merger Consideration that you are otherwise entitled to receive under the Merger Agreement. Holders of Sungevity common stock and preferred stock who do not consent to the adoption of the Merger

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Agreement and who wish to preserve their appraisal rights must so advise Sungevity by submitting a demand for appraisal within the period prescribed by Section 262 of the DGCL after receiving a notice from Sungevity or the combined company that appraisal rights are available to them, and must otherwise precisely follow the procedures prescribed by Section 262 of the DGCL. Failure to follow any of the statutory procedures set forth in Section 262 of the DGCL will result in the loss or waiver of appraisal rights under Delaware law. A person having a beneficial interest in shares of Sungevity common stock or preferred stock held of record in the name of another person, such as a broker, bank or other nominee, must act promptly to cause the record holder to follow the steps summarized in this joint proxy and consent solicitation statement/prospectus and in a timely manner to perfect appraisal rights. In view of the complexity of Section 262 of the DGCL, Sungevity common stock or preferred stock holders who may wish to pursue appraisal rights should consult their legal and financial advisors. Please see the section titled “Appraisal Rights” beginning on page 251 of this joint proxy and consent solicitation statement/prospectus.

Q: Who is entitled to give a written consent in the Sungevity consent solicitation?

A: The Sungevity board has set            , 2016, as the record date (which we refer to as the “Sungevity Record Date”) for determining holders of shares of Sungevity Class A common and preferred stock entitled to execute and deliver written consents with respect to the Sungevity consent solicitation. Holders of Sungevity Class A common and preferred stock on the Sungevity Record Date will be entitled to give or withhold consent using the written consent furnished with this joint proxy and consent solicitation statement/prospectus. If you are a Sungevity stockholder on the Sungevity Record Date and you are entitled to vote on the proposal, you will be able to give or withhold consent with respect to the adoption of the Merger Agreement and the Business Combination. As of the close of business on the Sungevity Record Date, Sungevity’s directors and executive officers beneficially owned [    ] shares of Class A common stock, [    ] shares of Series A preferred stock, [    ] shares of Series B preferred stock, [    ] shares of Series C preferred stock and [    ] shares of Series D preferred stock, in each case, in the aggregate, entitled to provide consents in the Sungevity consent solicitation. This represents approximately [    ]% in voting power of the outstanding shares of Class A common stock, [    ]% in voting power of the outstanding Series A preferred stock, [    ]% in voting power of the outstanding Series B preferred stock, [    ]% in voting power of the outstanding Series C preferred stock, [    ]% in voting power of the outstanding Series D preferred stock and [    ]% in voting power of the outstanding preferred stock in the aggregate, in each case, entitled to provide consents in the Sungevity consent solicitation. Concurrent with the execution of the Merger Agreement, five Sungevity stockholders entered into voting agreements (the “Sungevity Voting Agreements”) with Easterly pursuant to which they have agreed to vote their shares of Sungevity preferred stock or common stock in favor of the adoption of the Merger Agreement (including by written consent), subject to the terms of the Sungevity Voting Agreements. Therefore, no meeting of Sungevity stockholders to adopt the Merger Agreement will be held. Nevertheless, all Sungevity stockholders will have the opportunity to elect to adopt the Merger Agreement by signing and returning to Sungevity a written consent and joinder agreement. The Sungevity shares subject to the Sungevity Voting Agreements represent 40.95% of the outstanding voting stock of Sungevity on an as converted basis as of the date of the Merger Agreement.

Q: How many votes do I have?

A: Sungevity stockholders are entitled to have one vote in the Sungevity consent solicitation for each share of Sungevity Class A common stock and such number of votes equal to the number of shares of Class A common stock that each share of such stockholder’s preferred stock would be convertible into under the terms of the Sungevity certificate of incorporation, in each case, as held as of the closing of business on the Sungevity Record Date. As of the Sungevity Record Date, there were [    ] outstanding shares of Class A common stock, [    ] outstanding shares of Series A preferred stock, [    ] outstanding shares of Series B preferred stock, [    ] outstanding shares of Series C preferred stock and [    ] outstanding shares of Series D preferred stock.

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Q: What if I am a record holder and I do not return a written consent with respect to the proposal to adopt the Merger Agreement?

A: If you are a record holder and you do not return a signed written consent to adopt the Merger Agreement, it will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement.

Q: What is the deadline for returning my written consent?

A: The Sungevity board has set            , 2016, as the targeted final date for receipt of written consents. Sungevity reserves the right to extend the final date for receipt of written consents beyond           , 2016. Any such extension may be made without notice to Sungevity stockholders.

Q: How do Sungevity stockholders provide their written consent?

A: If you hold shares of Sungevity Class A common or preferred stock as of the Sungevity Record Date for granting written consent and you wish to submit your consent, you must fill out the enclosed written consent, date and sign it, and promptly return it to Sungevity. Once you have completed, dated and signed your written consent, deliver it to Sungevity, by emailing a .pdf copy of your written consent to shconsent@sungevity.com or by mailing your written consent to Sungevity to the attention of the General Counsel at Sungevity, Inc., 66 Franklin St., Suite 310, Oakland, CA 94607.

Q: Can I change or revoke my written consent?

A: Yes. If you are a record holder of Sungevity Class A common or preferred stock on the Sungevity Record Date, you may change or revoke your consent to approve and adopt the Merger Agreement and the transactions contemplated by the Merger Agreement at any time before the consents of a sufficient number of shares to approve and adopt the Merger Agreement and the transactions contemplated by the Merger Agreement have been delivered to Sungevity. If you wish to change or revoke your consent before that time, you may do so by delivering a notice of revocation by one of the means described in the section entitled “Sungevity Solicitation of Written Consents — Submission of Consents” beginning on page 90.

Q: Should I send my Sungevity share certificates in with my written consent?

A: No. Prior to the consummation of the Merger, the Sungevity stockholders will receive a form letter of transmittal providing instructions for exchanging their shares of Sungevity common and preferred stock for Easterly common stock. Following consummation of the Merger and receipt of a completed letter of transmittal by the exchange agent from Sungevity stockholders, stockholders of Sungevity will receive confirmation of the successful exchange of their Sungevity common and preferred stock for shares of Easterly common stock. Please do not send your Sungevity stock certificates with your written consent.

Q: What are the material U.S. federal income tax consequences of the Merger to U.S. holders and non-U.S. holders of Sungevity shares?

A: On the date the Merger is completed, Orrick, Herrington & Sutcliffe LLP, counsel to Sungevity, will, subject to the qualifications discussed below in the section titled “Material U.S. Federal Income Tax Considerations — Material U.S. Federal Income Tax Considerations to U.S. Sungevity Holders,” deliver to Sungevity its opinion, dated the date of the merger, to the effect that, for U.S. federal income tax purposes, the Merger should be treated as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. However, neither Sungevity nor Easterly has requested or received a ruling from the Internal Revenue Service that the Merger will qualify as a reorganization. Provided that the Merger qualifies as a reorganization, U.S. holders of Sungevity shares would not recognize any gain or loss for U.S. federal income tax purposes on the exchange their Sungevity shares for shares of Easterly common stock in the Merger, except with respect to cash received in lieu of fractional shares of Easterly common stock. With respect to non-U.S. holders of Sungevity shares, provided that the Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code and the Sungevity stock does not constitute a U.S. real property interest by reason of the status of

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Sungevity as a “United States real property holding corporation” for U.S. federal income tax purposes, or a USRPHC, at any time within the shorter of the five-year period preceding the Merger or the non-U.S. holder's holding period for the Sungevity stock, a non-U.S. holder of Sungevity stock generally should not be subject to U.S. federal income or withholding tax when such holder exchanges all of its Sungevity stock for Easterly common stock in the Merger, except with respect to cash received in lieu of a fractional share interest in Easterly common stock. The tax opinion regarding the Merger does not address any state, local or foreign tax consequences of the Merger. Please carefully review the information set forth in the section titled “Material U.S. Federal Income Tax Considerations — Material U.S. Federal Income Tax Considerations to U.S. Sungevity Holders” and the section titled “Material U.S. Federal Income Tax Considerations to Non-U.S. Sungevity Holders.” The tax consequences of the Merger to each Sungevity stockholder will depend on such Sungevity stockholder’s own situation. Sungevity stockholders should consult with their own tax advisors for a full understanding of the tax consequences of the Merger to them.

Q: What do I need to do now if I am a Sungevity stockholder?

A: Read and consider the information contained in this joint proxy and consent solicitation statement/prospectus, including the annexes, carefully and then please submit your written consent for your Sungevity stock as soon as possible.

Q: Whom should I call if I have questions about the consent solicitation?

A: If you have questions about the Merger Agreement, the Business Combination or the process for returning your written consent, or if you need additional copies of this document or a replacement written consent, please contact:

Sungevity, Inc.
66 Franklin St., Suite 310
Oakland, CA 94607
Attn: General Counsel
Telephone: (510) 496-5500
Email: shconsent@sungevity.com

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SUMMARY OF THE JOINT PROXY AND CONSENT SOLICITATION STATEMENT/PROSPECTUS

This summary highlights selected information from this joint proxy and consent solicitation statement/prospectus and does not contain all of the information that is important to you. To better understand the Business Combination, the proposals to be considered at the Easterly special meeting and the matters for which Sungevity is soliciting written consent of its stockholders, you should read this entire joint proxy and consent solicitation statement/prospectus carefully, including the annexes and the other documents referred to herein. See also the section entitled “Where You Can Find More Information.”

Unless otherwise specified, all share calculations (i) assume no exercise of redemption rights by Easterly’s public stockholders, (ii) assume 35,000,000 shares of Easterly common stock are issued in the Merger and 700,000 shares of Easterly common stock are granted to certain employees of Sungevity at the closing of the Merger, (iii) do not include any shares of Easterly common stock issuable upon exercise of Easterly’s warrants and (iv) assume that there are no shares of Easterly common stock surrendered to Easterly by former Sungevity stockholders after the consummation of the Business Combination as indemnification payments pursuant to the terms of the Merger Agreement.

All share and warrant numbers set forth in this joint proxy and consent solicitation statement/prospectus assume that all Easterly units are separated into their components of one share of Easterly common stock and one-half of a warrant to purchase one share of Easterly common stock, which will occur upon the closing of the Merger. Except as specifically set forth in the section entitled “Proposal No. 4 — Approval of the Amendments to Easterly’s Amended and Restated Certificate of Incorporation to Effect a Two-for-Three Reverse Stock Split of All of the Outstanding Shares of Easterly Common Stock,” beginning on page 263 of this joint proxy and consent solicitation statement/prospectus, the share amounts set forth in this joint proxy and consent solicitation statement/prospectus do not account for the two-for-three reverse stock split, which will occur after the closing of the Merger if approved by Easterly’s stockholders.

Parties to the Business Combination

Easterly

Easterly Acquisition Corp. (“Easterly”) is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving Easterly and one or more businesses.

Easterly is a Delaware corporation formed in 2015. Its securities are traded on Nasdaq under the ticker symbols “EACQ,” “EACQW” and “EACQU.”

The mailing address of Easterly’s principal executive office is 375 Park Avenue, 21^st Floor, New York, NY 10152.

Solaris Merger Sub

Solaris Merger Sub Inc. (“Merger Sub”) is a Delaware corporation and is a wholly-owned subsidiary of Easterly, formed by Easterly for the purpose of entering into the Merger Agreement. Upon consummation of the Business Combination, Merger Sub will be merged with and into Sungevity, with Sungevity becoming a wholly-owned subsidiary of Easterly.

Sungevity

Sungevity, Inc. (“Sungevity”) is a technology company whose platform enables the sale and installation of solar energy systems to residential and commercial customers in the United States and internationally. Sungevity serves customers in 14 U.S. states and the District of Columbia, as well as in the Netherlands, Belgium, Germany and the United Kingdom.

Customers choose Sungevity to lower their energy costs and for the high level of customer service attributable to its “trusted advisor” sales approach and online customer service tools, the ability to select from multiple product and financing offerings, and the environmental benefits of solar. Sungevity has invested heavily to develop a web-based, technology-enabled platform to automate the lead-generation, design, sale, financing, procurement, installation and monitoring of solar energy systems. The Sungevity technology platform is at the core of Sungevity’s asset-light business model, allowing the company to focus on delivering

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superior customer experience and value, while outsourcing the more capital intensive activities to a network of third-party providers of hardware, installation services and financing. Sungevity’s platform integrates an ecosystem of referring customers, lead generators, resellers, installers and financing and supply-chain partners. It enables the company to focus on its customer relationships, allowing the customer to learn more about solar, receive our proprietary technology-driven sales consultation and decision tool and an automatic design of the Solar Energy System for their residence. Sungevity partners then benefit from this customer relationship, providing panel installation, financing, or other capital intensive services to the customer. The platform also facilitates partnerships with lead-generators and resellers to drive efficient customer growth. Regardless of the originating partner or marketing channel, all Sungevity customers enjoy the same best-in-class customer experience and the differentiated Sungevity Energy System. Sungevity’s customers have the option to lease a Sungevity Energy System, purchase energy from a Sungevity Energy System through a power purchase agreement (PPA) or purchase the Sungevity Energy System directly through a cash purchase. The payments for cash purchases are made to Sungevity by or on behalf of customers, however some such cash purchases are financed by third party lenders. Sungevity receives revenue either from the customer or lender for cash purchases, or from a finance partner that purchases the assets under master sales agreements, for PPAs or leases. For more information about Sungevity, see the sections entitled “Information About Sungevity,” “Sungevity Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Management of Sungevity Holdings After the Business Combination” beginning on pages 152, 183 and 208, respectively.

Sungevity was incorporated in Delaware in 2007. Sungevity’s principal executive office is located at 66 Franklin Street, Suite 310, Oakland, CA 94607 and its telephone number is (510) 496-5500.

Consideration to the Sungevity Stockholders in the Business Combination

Upon the closing of the Business Combination, Sungevity’s securityholders will receive 35,000,000 shares of Easterly common stock in exchange for all of the equity and convertible notes of Sungevity outstanding immediately prior to the closing of the Business Combination, which would represent approximately 57.7% of Sungevity Holdings outstanding capital stock immediately after the closing of the Business Combination (if there are no redemptions). For information regarding the number of shares of Easterly common stock issuable to Sungevity stockholders on a per shares basis, see “Merger Consideration” for further information.

The percentages below are calculated based on a number of assumptions and are subject to adjustment in accordance with the terms of the Merger Agreement. These percentages do not take into account (i) the issuance of up to 9,600,000 unallocated shares (or options to acquire shares) under the Omnibus Incentive Plan and 1,800,000 shares under the Employee Stock Purchase Plan, (ii) the issuance of any shares upon the exercise of warrants to purchase up to a total of 16,750,000 shares of Easterly common stock that will remain outstanding following the Business Combination or any additional Private Placement Warrants that Easterly may issue to the Sponsor to repay working capital loans owed by Easterly to the Sponsor (currently in the amount of $15,000) or (iii) any shares of Easterly common stock surrendered to Easterly by former Sungevity securityholders after the consummation of the Business Combination as indemnification payments pursuant to the terms of the Merger Agreement. See “Summary — Easterly Shares to be Issued in the Business Combination” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

	No Shares of Easterly Common Stock are Redeemed		Percentage of Outstanding Shares			11.5 Million Shares of Easterly Common Stock are Redeemed ($115 million)(1)		Percentage of Outstanding Shares(1)			18.8 Million Shares of Easterly Common Stock are Redeemed ($187.8 million)(2)		Percentage of Outstanding Shares(2)
Easterly public stockholders		20,000,000		32.9	%		8,500,000		17.3	%		1,222,000		2.9	%
Former Sungevity securityholders		35,000,000		57.7	%		35,000,000		71.1	%		35,000,000		83.5	%
The Sponsor and independent directors		5,000,000		8.2	%		5,000,000		10.2	%		5,000,000		11.9	%
Certain employees of Sungevity		700,000		1.2	%		700,000		1.4	%		700,000		1.7	%

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(1) For purposes of illustration only, assumes 11.5 million public shares of Easterly common stock are redeemed.

(2) For purposes of illustration only, assumes all public shares of Easterly common stock are redeemed. Easterly has no specified maximum redemption threshold under its charter. In no event, however, will Easterly redeem public shares in an amount that would cause its net tangible assets to be less than $5,000,001. 18.778 million shares is the total estimated number of Easterly public shares that could be redeemed and still result in Easterly having net tangible assets of not less than $5,000,001.

Redemption Rights

Pursuant to Easterly’s amended and restated certificate of incorporation, holders of public shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with its amended and restated certificate of incorporation. As of June 30, 2016, this would have amounted to approximately $10.00 per share. If a holder exercises its redemption rights, then such holder will be exchanging its shares of Easterly common stock for cash and will no longer own shares of Easterly common stock. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to Easterly’s transfer agent in accordance with the procedures described herein. Easterly has no specified maximum redemption threshold under its charter. In no event, however, will Easterly redeem public shares in an amount that would cause its net tangible assets to be less than $5,000,001. See the section entitled “Special Meeting of Easterly Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Accounting Treatment

The Merger will be accounted for as a reverse acquisition in accordance with U.S. generally accepted accounting principles (“GAAP”). Under this method of accounting, Easterly will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on Sungevity comprising the ongoing operations of the combined entity, Sungevity’s senior management comprising the senior management of the combined company, and that the former owners and management of Sungevity will have control of the election of the board of directors after the Merger. In accordance with guidance applicable to these circumstances, the Merger will be considered to be a capital transaction in substance. Accordingly, for accounting purposes, the Merger will be treated as the equivalent of Sungevity issuing shares for the net assets of Easterly, accompanied by a recapitalization. The net assets of Easterly will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger will be those of Sungevity.

Appraisal Rights

Easterly stockholders

Appraisal rights are not available to Easterly’s stockholders in connection with the Business Combination.

Sungevity stockholders

Pursuant to Section 262 of the DGCL, holders of Sungevity common stock and preferred stock who comply with the applicable requirements of Section 262 of the DGCL and do not otherwise withdraw or lose the right to appraisal under Delaware law have the right to seek appraisal of the fair value of their shares of Sungevity common stock or preferred stock, as determined by the Delaware Court of Chancery, if the Merger is completed. The “fair value” of your shares of Sungevity common stock or preferred stock as determined by the Delaware Court of Chancery may be more or less than, or the same as, the value of the merger consideration per share to which you are otherwise entitled under the terms of the Merger Agreement. Holders of Sungevity common stock and preferred stock who do not consent to the adoption of the Merger Agreement and who wish to preserve their appraisal rights must so advise Sungevity by submitting a demand for appraisal within the period described by Section 262 of the DGCL after receiving a notice from Sungevity that appraisal rights are available to them, and must otherwise precisely follow the procedures prescribed under Section 262 of the DGCL. Failure to follow any of the statutory procedures set forth in Section 262 of the DGCL will result in the loss or waiver of appraisal rights under Delaware law. A person having a beneficial interest in shares of Sungevity common stock or preferred stock held of record in the name of another person, such as a broker, bank or other nominee, must act promptly to cause the record holder to follow the steps summarized in this joint proxy and consent solicitation statement/prospectus and in a timely

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manner to perfect appraisal rights. In view of the complexity of Section 262 of the DGCL, Sungevity holders of common stock or preferred stock who may wish to pursue appraisal rights should consult their legal and financial advisors. Please see the section titled “Appraisal Rights” beginning on page 251 of this joint proxy and consent solicitation statement/prospectus.

Easterly’s Reasons for the Business Combination

Easterly was organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Easterly sought to capitalize on the contacts and sources of its management team to identify, acquire and operate a business in the financial services industry, although Easterly was not limited to a particular industry or sector.

In particular, Easterly’s board considered the following positive factors, although not weighted or in any order of significance:

• Sungevity’s competitive position in the solar energy industry;

• Sungevity’s opportunities for growth in the U.S. and in foreign markets;

• Sungevity’s opportunities to develop innovative financing solutions for its customers;

• Sungevity’s ability to develop technological solutions to serve customers; and

• Sungevity’s experienced and motivated management team.

In making its recommendation, the Easterly board of directors also considered, among other things, the following potential deterrents to the Business Combination:

• the potential conflict of interests in the Business Combination;

• the risk that the Business Combination would not close;

• Sungevity’s debt level and history of losses;

• the risks associated with the solar energy industry;

• the risks associated with Sungevity’s ability to obtain financing for its operations in the future; and

• the risks associated with Sungevity’s ability to execute its business plans and achieve financial results consistent with its projections.

Easterly’s board of directors concluded that these negative factors did not diminish or outweigh the benefits for entering into the Business Combination. See “The Merger Agreement — Background of the Business Combination” beginning on page 108.

Sungevity’s Reasons for the Business Combination

Sungevity is a technology company whose platform enables the sale and installation of solar energy systems to residential and commercial customers in the United States and internationally. Sungevity serves customers in 14 U.S. states and the District of Columbia, as well as in the Netherlands, Belgium, Germany and the United Kingdom. In order to continue to grow its business, Sungevity requires access to additional sources of capital to support its expanding marketing and sales efforts of Sungevity Energy Systems and enhance its customers’ services and support. For these reasons and to increase value for Sungevity’s securityholders, Sungevity has sought various sources of financing, including existing investors and potential new investors, and concluded that a business combination with Easterly would achieve these goals and result in a positive outcome for Sungevity and its stockholders.

In particular, Sungevity’s board considered the following positive factors, although not weighted or in any order of significance:

• Easterly’s status as a public company provides Sungevity stockholders and employees access to liquidity of the public markets;

• Sungevity will also have access to new public funding sources from the public markets as a public company;

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• Easterly’s proposed valuation of Sungevity is favorable for the Sungevity stockholders;

• Easterly’s board and management experience in growth industries and finance asset-related business;

• the cash resources of the combined companies to provide Sungevity a platform to expand its business to new customers, products and markets;

• Easterly’s interest to work with Sungevity’s management to develop new strategies to further develop Sungevity’s platform and business;

• Easterly’s cash on its balance sheet will provide further confidence to Sungevity’s current and new business partners of its financial health; and

• the Business Combination and being a public company will enhance Sungevity’s brand in the U.S. and internationally.

In making its recommendation, the Sungevity board of directors also considered, among other things, the following potential detriments to the Business Combination:

• the potential conflict of interests in the Business Combination;

• the risk that the Business Combination would not close;

• the potential redemptions that could reduce the available cash available to Easterly at closing of the Merger;

• the additional risks, management’s time and expenses to Sungevity of the transaction and of being a public company; and

• the risks of dissatisfied management associated with new board members and new significant stockholders.

Risk Factors

In evaluating the proposals set forth in this joint proxy and consent solicitation statement/prospectus, you should carefully read this joint proxy and consent solicitation statement/prospectus, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors.”

Officers and Directors of the Post-Merger Company

Pursuant to the terms of the Merger Agreement, Easterly, Sungevity and Merger Sub are required to use their reasonable best efforts and take all necessary action so that certain persons are elected or appointed, as applicable, to the positions of officers and directors of Sungevity Holdings until their successors are duly elected or appointed and qualified in accordance with applicable law. In this regard, the directors and executive officers upon consummation of the Business Combination are expected to be as follows:

Name	Age	Position
Robert R. Davenport, III	57	Chairman of the Board
Andrew Birch	40	Director and Chief Executive Officer
Darrell W. Crate	49	Director
Alexander Guettel	48	Director
Avshalom Kalichstein	42	Director
		Director
		Director
Peter Graf	49	Chief Product Officer
Gideon “Cayce” Roy, III	52	Chief Operating Officer
Amanda Duisman	54	Acting Chief Financial Officer and Treasurer

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For more information on the new directors and management of Sungevity Holdings, see “Management of Sungevity Holdings After the Business Combination.”

Proposals to be Considered at the Easterly Special Meeting other than the Business Combination

Adoption of Amendments to the Amended and Restated Certificate of Incorporation to Change Easterly’s Name and to Remove Provisions Related to Easterly’s Status as a Blank Check Company

Pursuant to the terms of the Merger Agreement, upon the closing of the Business Combination, Easterly’s amended and restated certificate of incorporation will be amended to change its name to Sungevity Holdings, Inc. and remove certain provisions related to its status as a blank check company.

See the section entitled “Proposal No. 2 — Approval of Amendments to the Amended and Restated Certificate of Incorporation to Change Easterly’s Name and Remove Provisions Related to Easterly’s Status as a Blank Check Company” for additional information.

Adoption of an Amendment to the Amended and Restated Certificate of Incorporation to Adopt Delaware as the Exclusive Forum for Certain Litigation

If approved, pursuant to the terms of the Merger Agreement, immediately after the closing of the Business Combination, Easterly’s amended and restated certificate of incorporation will be amended to provide that Delaware courts shall be the exclusive forum for certain litigation.

See the section entitled “Proposal No. 3 — Approval of the Amendment to the Amended and Restated Certificate to Adopt Delaware as the Exclusive Forum for Certain Legal Actions” for additional information.

Adoption of Amendment to the Amended and Restated Certificate of Incorporation to Effect a Two-for-Three Reverse Stock Split of all of the Outstanding Shares of Easterly Common Stock

If approved, pursuant to the terms of the Merger Agreement, upon the closing of the Business Combination, Easterly’s amended and restated certificate of incorporation will be amended to effect a two-for-three reverse stock split of all of the outstanding shares of Easterly common stock.

See the section entitled “Proposal No. 4 — Approval of the Amendment to the Amended and Restated Certificate to Effect a Two-for-Three Reverse Stock Split” for additional information. Except as specifically set forth in that section, the share amounts set forth in this joint proxy and consent solicitation statement/prospectus do not account for the two-for-three reverse stock split.

Adoption of Amendment to the Amended and Restated Certificate of Incorporation to Authorize an Automatic Increase in the Number of Directors Serving On the Board of Directors During Any Period When Holders of Any Series of Preferred Stock Have the Right to Elect Additional Directors

If approved, pursuant to the terms of the Merger Agreement, upon the closing of the Business Combination, Easterly’s amended and restated certificate of incorporation will be amended to authorize an automatic increase in the number of directors serving on board of directors during any period when holders of any series of preferred stock have the right to elect additional directors pursuant to the certificate of incorporation and to provide for the other terms applicable to the directors elected by holders of preferred stock.

See the section entitled “Proposal No. 5 — Approval of the Amendment to the Amended and Restated Certificate to Authorize an Automatic Increase in the Number of Directors Serving On the Board of Directors During Any Period When Holders of Any Series of Preferred Stock Have the Right to Elect Additional Directors” for additional information.

Adoption of Omnibus Incentive Plan

Easterly’s board of directors has unanimously approved and adopted the Sungevity Holdings, Inc. 2016 Omnibus Equity Incentive Plan, and unanimously recommends that Easterly’s stockholders approve the Omnibus Incentive Plan. The purpose of the Omnibus Incentive Plan is to offer eligible employees, directors and consultants cash and stock-based incentive awards in order to attract, retain and reward these individuals and strengthen the mutuality of interests between them and Sungevity Holdings’ stockholders. The Omnibus Incentive Plan provides for grants of stock options, stock appreciation rights, restricted and unrestricted stock, other stock-based awards, other cash-based compensation and performance awards. Directors, officers and

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other employees and subsidiaries and affiliates, as well as others performing consulting or advisory services for the post-Merger company, will be eligible for grants under the Omnibus Incentive Plan. Generally, all classes of employees will be eligible to participate in the Omnibus Incentive Plan. The aggregate number of shares of common stock which may be issued (and for which awards may be granted) under the Omnibus Incentive Plan may not exceed 10,300,000 (of which 700,000 shares have been reserved for issuance to certain employees of Sungevity in connection with the closing of the Business Combination), which is approximately 17.0% of Sungevity Holdings’ outstanding common stock following the completion of the Business Combination, assuming no redemptions by Easterly’s public stockholders.

Adoption of Employee Stock Purchase Plan

Easterly’s board of directors has unanimously approved the Sungevity Holdings, Inc. 2016 Employee Stock Purchase Plan, and unanimously recommends that Easterly’s stockholders approve and adopt the Employee Stock Purchase Plan. The purpose of the Employee Stock Purchase Plan will be to enable Sungevity Holdings to offer employees, directors and consultants the ability to purchase shares of Sungevity Holdings’ common stock at a discount to the trading price at the time of purchase. Directors, officers and other employees and subsidiaries and affiliates will be eligible to purchase shares of Sungevity Holdings’ common stock under the Employee Stock Purchase Plan. Generally, all classes of employees will be eligible to participate in the Employee Stock Purchase Plan. The aggregate number of shares of common stock which may be issued under the Employee Stock Purchase Plan may not exceed 1,800,000, which is approximately 3.0% of Sungevity Holdings’ outstanding common stock following the completion of the Business Combination, assuming no redemptions by Easterly’s public stockholders.

Quorum and Required Vote for Proposals for the Easterly Special Meeting of Stockholders

A quorum of Easterly stockholders is necessary to hold a valid meeting. A quorum will be present at the Easterly special meeting of stockholders if a majority in voting power of Easterly’s common stock issued and outstanding and entitled to vote at the Easterly special meeting is present in person or represented by proxy. Abstentions will count as present for the purposes of establishing a quorum.

The approval of the Business Combination Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal require the affirmative vote of the holders of a majority of the shares of Easterly common stock that are voted on each respective proposal at the Easterly special meeting of stockholders. Accordingly, an Easterly stockholder’s failure to vote by proxy or to vote in person at the Easterly special meeting of stockholders, an abstention from voting, or a broker non-vote will have no effect on the outcome of any vote on the Business Combination Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal or the Adjournment Proposal.

The approval of each Certificate Proposal requires the affirmative vote of the holders of a majority of the shares of Easterly common stock outstanding. Accordingly, an Easterly stockholder’s failure to vote by proxy or to vote in person at the Easterly special meeting of stockholders, an abstention from voting, or a broker non-vote will have the same effect as a vote against a Certificate Proposal.

The Business Combination Proposal is conditioned on the approval of Proposal No. 2. Each Certificate Proposal, the Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal are each conditioned on the Business Combination Proposal. If Proposal No. 2 is not approved, the Business Combination Proposal will have no effect, even if the Business Combination Proposal is approved by the requisite vote. If the Business Combination Proposal is not approved, the Certificate Proposals, the Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal will have no effect, even if those proposals are approved by the requisite vote. If you wish to approve the Business Combination Proposal, all of the Certificate Proposals, the Incentive Plan Proposal or the Employee Stock Purchase Plan Proposal, you must approve all seven proposals.

Recommendation to Easterly Stockholders

Easterly’s board of directors believes that each of the Business Combination Proposal, the Certificate Proposals, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal to be presented at the Easterly special meeting of stockholders is advisable and in the best interests of Easterly and its stockholders and unanimously recommends that Easterly’s stockholders vote “FOR” each of the proposals.

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When you consider the recommendation of Easterly’s board of directors in favor of approval of these proposals, you should keep in mind that Easterly’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as an Easterly stockholder. These interests include, among other things:

• the approximately 4.9 million total Founder Shares that the Sponsor (or its members) will hold following the Business Combination, subject to the lock-up agreements, which would have a value at September 26, 2016 of $48.6 million based on the September 26 Stock Price;

• the 72,000 total Founder Shares that Easterly’s independent directors will continue to own following the Merger, subject to lock-up agreements, which would have a total value at September 26, 2016 of $0.7 million based on the September 26 Stock Price;

• the 6.75 million total Private Placement Warrants to purchase shares of Easterly common stock that the Sponsor (or its members) will hold following the Business Combination, which would have a value at September 26, 2016 of $4.0 million based on the September 26 Warrant Price;

• if Easterly is unable to complete a business combination within the required time period, Easterly’s Chairman, its Chief Executive Officer and David Cody will be personally liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Easterly for services rendered or contracted for or products sold to Easterly, but only if such a vendor or target business has not executed a waiver of claims against the Trust Account and except as to any claims under its indemnity of the underwriters;

• the continuation of certain of Easterly’s officers and directors as directors (but not officers) of Sungevity Holdings following the closing; and

• the continued indemnification of current directors and officers of Easterly and the continuation of directors’ and officers’ liability insurance after the Business Combination.

Further, each of Easterly’s directors, directly or indirectly, holds Founder Shares that are not subject to redemption and certain of Easterly’s directors indirectly hold Private Placement Warrants that would retire worthless if a Business Combination is not consummated; as a result, Easterly’s directors have a financial incentive to see a Business Combination consummated rather than lose whatever value is attributable to the Founder Shares and Private Placement Warrants. These interests may influence Easterly’s directors in making their recommendation that you vote in favor of the Business Combination Proposal, and the transactions contemplated thereby.

Sungevity Consent Solicitation

The Sungevity board of directors is asking the Sungevity stockholders to adopt the Merger Agreement by executing and delivering the written consent furnished with this joint proxy and consent solicitation statement/prospectus. Only Sungevity stockholders of record at the close of business on the record date of           , 2016 will be notified of and be entitled to execute and deliver a written consent. Adoption of the Merger Agreement and the transactions contemplated thereby, including the Business Combination, requires the approval by holders of a majority of the outstanding shares of Sungevity capital stock entitled to vote under the Sungevity charter and the DGCL. In addition, the Sungevity charter and the terms and conditions of the Merger Agreement require the approval by the holders of a majority of the outstanding shares of Series A preferred stock entitled to vote, the holders of a majority of the outstanding shares of Series B preferred stock entitled to vote, the holders of a majority of the outstanding shares of Series C preferred stock entitled to vote, the holders of a majority of the outstanding shares of Series D preferred stock entitled to vote and the holders of a majority of the outstanding shares of each series of preferred stock, voting as a single class. For additional information, see the section titled “Sungevity Solicitation of Written Consents” on page 90 of this joint proxy and consent solicitation statement/prospectus.

Recommendation to Sungevity Stockholders

The Sungevity board of directors has determined that the Merger Agreement, the terms thereof, the Business Combination and the other transactions contemplated by the Merger Agreement are advisable and

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fair to and in the best interests of Sungevity and its stockholders and has unanimously approved the Merger Agreement and the transactions contemplated therein, including the Business Combination. The Sungevity board of directors unanimously recommends that Sungevity stockholders consent to the adoption of the Merger Agreement. For the factors considered by the Sungevity board of directors in reaching its decision to approve the Merger Agreement, thereby approving the Business Combination and the other transactions contemplated therein, see the section titled “The Merger — Sungevity’s Board of Directors’ Reasons for the Approval of the Business Combination” beginning on page 118 of this joint proxy and consent solicitation statement/prospectus.

Regulatory Approval

There are no federal or state regulatory approvals that must be applied for or obtained in connection with the Business Combination.

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SELECTED HISTORICAL FINANCIAL INFORMATION OF EASTERLY

The following table sets forth selected historical financial information derived from Easterly's (i) audited financial statements included elsewhere in this joint proxy and consent solicitation statement/prospectus for the period April 29, 2015 (inception) to December 31, 2015 and (ii) unaudited financial statements included elsewhere in this joint proxy and consent solicitation statement/prospectus for the period from April 29, 2015 (inception) through June 30, 2015 and for the six months ended June 30, 2016. You should read the following selected financial information in conjunction with the section entitled “Easterly Management's Discussion and Analysis of Financial Condition and Results of Operations'' and Easterly's financial statements and the related notes appearing elsewhere in this joint proxy and consent solicitation statement/prospectus.

	April 29, 2015 (Inception) to December 31, 2015			Six Months Ended June 30, 2016 (unaudited)			For the period from April 29, 2015 (Inception) through June 30, 2015 (unaudited)
Statement of Operations Data:
Operating expenses:
Operating costs	$	(979,434	)	$	(320,105	)	$	—
State franchise taxes		(121,858	)		(92,193	)		—
Formation costs		(2,910	)		—			(2,910	)
Loss from operations	$	(1,104,202	)	$	(412,298	)	$	(2,910	)
Other income:
Interest income		9,918			156,688			—
Total other income		9,918			156,688			—
Loss before income tax expense		(1,094,284	)		(255,610	)		(2,910	)
Income tax expense		—			—			—
Net loss	$	(1,094,284	)	$	(255,610	)	$	(2,910	)
Loss per common share:
Basic and diluted	$	(0.20	)	$	(0.04	)	$	—
Weighted average shares outstanding (excluding shares subject to possible redemption):
Basic and diluted		5,469,153			6,195,521			4,500,000
Balance Sheet Data:
Cash	$	272,666		$	3,422		$	73,581
Cash held in Trust Account - restricted		200,009,918			200,118,133			—
Total assets		200,448,554			200,990,688			441,467
Common stock, subject to possible redemption or tender, 18,816,357, 18,779,703 and 0 shares at redemption value at December 31, 2015, June 30, 2016 and June 30, 2015, respectively		188,163,570			187,907,960			—
Total stockholders’ equity		5,000,001			5,000,001			22,090
Cash Flow Data:
Net cash used in operating activities	$	(985,189	)	$	(332,717	)	$	—
Net cash provided by (used in) investing activities		(200,000,000	)		48,473			—
Net cash provided by financing activities		201,257,855			15,000			73,581

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SELECTED HISTORICAL FINANCIAL INFORMATION OF SUNGEVITY

The following table contains summary historical consolidated financial information for Sungevity as of and for the fiscal years ended December 31, 2015, and December 31, 2014 derived from Sungevity’s audited consolidated financial statements included elsewhere in this joint proxy and consent solicitation statement/prospectus. The summary historical consolidated financial information as of June 30, 2016 and for the three and six months ended June 30, 2016 and June 30, 2015 have been derived from Sungevity’s unaudited interim condensed consolidated financial statements included elsewhere in this joint proxy and consent solicitation statement/prospectus. The summary historical financial information was derived from the unaudited consolidated balance sheet not included or incorporated by reference into this joint proxy and consent solicitation statement/prospectus. Results from interim periods are not necessarily indicative of results that may be expected for the entire year. The information below is only a summary and should be read in conjunction with the information contained under the headings “Sungevity Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Information About Sungevity” and in Sungevity’s audited consolidated financial statements and unaudited interim condensed consolidated financial statements and the related notes included elsewhere in this joint proxy and consent solicitation statement/prospectus.

	Year Ended December 31,						Three Months Ended June 30,						Six Months Ended June 30,
(In thousands, except per share data)	2014			2015			2015			2016			2015			2016
							(unaudited)
Consolidated Statements of Operations Data:
Revenue
Sales of solar energy systems	$	98,603		$	142,014		$	33,252		$	53,848		$	66,167		$	99,597
Lease revenue		8,662			8,501			2,228			2,504			4,391			4,608
Total revenue		107,265			150,515			35,480			56,352			70,558			104,205
Cost of revenue
Solar energy systems		75,760			110,631			25,764			41,181			51,170			77,306
Operating leases		4,559			4,324			1,090			981			2,149			1,833
Total cost of revenue		80,319			114,955			26,854			42,162			53,319			79,139
Gross profit		26,946			35,560			8,626			14,190			17,239			25,066
Operating expenses
Sales and marketing		38,721			62,156			15,754			12,099			27,674			26,012
General and administrative		50,834			78,484			19,142			21,477			35,033			50,789
Total operating expenses		89,555			140,640			34,896			33,576			62,707			76,801
Loss from operations		(62,609	)		(105,080	)		(26,270	)		(19,386	)		(45,468	)		(51,735	)
Interest expense, net		(34,933	)		(23,607	)		(3,569	)		(4,005	)		(5,829	)		(7,547	)
Change in fair value of warrants gain (loss)		(6,917	)		2,102			1,358			4,074			2,026			4,074
Other income (expense), net		56			(504	)		(2	)		75			(383	)		280
Loss before income taxes		(104,403	)		(127,089	)		(28,483	)		(19,242	)		(49,654	)		(54,928	)
Income tax benefit (provision)		(1,388	)		609			5			202			742			757
Net loss		(105,791	)		(126,480	)		(28,478	)		(19,040	)		(48,912	)		(54,171	)
Net income attributable to redeemable noncontrolling interests		1,349			2,028			725			384			1,224			895
Net loss attributable to common stockholders		(107,140	)		(128,508	)		(29,203	)		(19,423	)		(50,136	)		(55,066	)
Net loss per share attributable to Class A and Class B common stockholders
Basic and diluted	$	(3.61	)	$	(3.74	)	$	(0.86	)	$	(0.75	)	$	(1.51	)	$	(1.51	)
Weighted average shares used to compute net loss per share attributable to Class A and Class B common stockholders
Basic and diluted		29,718			34,403			33,973			36,517			33,183			36,397

39

	December 31						June 30
(In thousands)	2014			2015			2015			2016
							(unaudited)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	30,456		$	46,964		$	14,336		$	12,405
Total current assets		72,833			90,756			63,263			52,419
Solar energy systems, net		81,679			77,926			79,844			76,336
Total assets		164,979			183,642			156,723			146,045
Short-term borrowings		19,958			20,000			17,214			20,000
Total current liabilities		87,249			95,277			102,126			84,329
Convertible redeemable preferred stock warrant liabilities		11,373			12,144			11,620			12,942
Long-term borrowings, net of current portion		14,555			48,523			38,212			49,732
Deferred revenue, net of current portion		26,286			25,178			25,802			25,082
Total liabilities		150,817			194,129			190,253			199,559
Convertible redeemable preferred stock		242,301			340,079			242,438			349,015
Redeemable noncontrolling interests		41,940			43,098			42,731			43,318
Total stockholders' deficit		(270,079	)		(393,664	)		(318,699	)		(445,847	)

	Year Ended December 31,						Six Months Ended June 30,
(In thousands)	2014			2015			2015			2016
							(unaudited)
Consolidated Cash Flow Data:
Net cash used in operating activities	$	(53,018	)	$	(85,767	)	$	(40,681	)	$	(50,719	)
Net cash used in investing activities		(7,373	)		(5,030	)		(2,994	)		(8,757	)
Net cash provided by financing activities		81,885			107,416			41,623			24,898

40

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The selected unaudited pro forma condensed combined financial information for the year ended December 31, 2015 and the six months ended June 30, 2016 combines the historical consolidated statement of operations of Easterly and Sungevity, giving effect to the Business Combination as if it had been consummated on January 1, 2015. The selected unaudited pro forma condensed combined balance sheet as of June 30, 2016 combines the historical consolidated balance sheet of Easterly and Sungevity, giving effect to the Business Combination as if it had been consummated on June 30, 2016. The selected unaudited pro forma condensed combined financial information has been derived from and should be read in conjunction with the unaudited pro forma condensed combined financial information, including the notes thereto, which is included in this joint proxy and consent solicitation statement/prospectus under “Unaudited Pro Forma Condensed Combined Financial Information.”

The selected unaudited pro forma condensed combined financial information is presented for informational purposes only. The selected unaudited pro forma condensed combined financial information does not purport to represent what the combined company’s results of operations or financial condition would have been had the Business Combination actually occurred on the dates indicated, and does not purport to project the combined company’s results of operations or financial condition for any future period or as of any future date. The selected unaudited pro forma condensed combined financial information does not reflect any cost savings that may be realized as a result of the Business Combination or any potential changes in compensation plans. Additionally, the unaudited pro forma adjustments made in the selected unaudited condensed combined pro forma financial information, which are described in those notes, are preliminary and may be revised.

	Unaudited Pro Forma
	Assuming None of the Outstanding Easterly Common Stock is Redeemed			Assuming 11.5 Million Shares of Easterly Common Stock are Redeemed			Assuming 18.8 Million Shares of Easterly Common Stock are Redeemed			Assuming None of the Outstanding Easterly Common Stock is Redeemed			Assuming 11.5 Million Shares of Easterly Common Stock are Redeemed			Assuming 18.8 Million Shares of Easterly Common Stock are Redeemed
	Year Ended December 31, 2015									Six Months Ended June 30, 2016
(In thousands, except per share data)
Condensed Combined Statement of Operations Data:
Total revenue	$	150,515		$	150,515		$	150,515		$	104,205		$	104,205		$	104,205
Loss from operations	$	(106,184	)	$	(106,184	)	$	(106,184	)	$	(52,147	)	$	(52,147	)	$	(52,147	)
Net loss attributable to common stockholders	$	(129,602	)	$	(129,602	)	$	(129,602	)	$	(55,322	)	$	(55,322	)	$	(55,322	)
Net loss per share attributable to Class A and Class B common stockholders
Basic and diluted	$	(2.16	)	$	(2.67	)	$	(3.15	)	$	(0.91	)	$	(1.12	)	$	(1.32	)
Weighted average shares used to compute net loss per share attributable to Class A and Class B common stockholders
Basic and diluted		59,962			48,462			41,182			60,676			49,176			41,896

41

	Unaudited Pro Forma
	Assuming None of the Outstanding Easterly Common Stock is Redeemed		Assuming 11.5 Million Shares of Easterly Common Stock are Redeemed			Assuming 18.8 Million Shares of Easterly Common Stock are Redeemed
	As of June 30, 2016
(In thousands)
Condensed Combined Balance Sheet Data:
Cash and cash equivalents	$	189,865	$	74,865		$	0
Solar energy systems, net	$	76,336	$	76,336		$	76,336
Total assets	$	324,375	$	209,375		$	134,510
Total current liabilities	$	86,250	$	86,250		$	93,052
Long-term borrowings	$	40,203	$	40,203		$	33,056
Total liabilities	$	179,298	$	179,298		$	178,437
Total stockholders’ equity (deficit)	$	101,759	$	(13,241	)	$	(87,245	)

42

COMPARATIVE PER SHARE DATA

The following table sets forth historical comparative share information for Sungevity and Easterly and unaudited pro forma combined and pro forma equivalent per share information after giving effect to the Business Combination, assuming (i) that no holders of public shares exercise their redemption rights, (ii) Easterly public stockholders exercise their redemption rights with respect to 11,500,000 shares of Easterly common stock, and (iii) Easterly public stockholders exercise their redemption rights with respect to 18,778,000 shares of Easterly common stock. The historical information should be read in conjunction with “Selected Historical Financial Information of Sungevity” and “Selected Historical Financial Information of Easterly” included elsewhere in this joint proxy and consent solicitation statement/prospectus and the historical financial statements of Sungevity and Easterly included elsewhere in this joint proxy and consent solicitation statement/prospectus. The unaudited pro forma combined share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information and related notes included elsewhere in this joint proxy and consent solicitation statement/prospectus.

The Sungevity equivalent pro forma per share data for each class of shares of Sungevity are calculated by multiplying the Sungevity Holdings unaudited pro forma combined per share data by the applicable exchange ratio. The exchange ratios used in the tables below for each class of Sungevity stock are as follows:

Sungevity Series D preferred stock		0.0090382
Sungevity Series C preferred stock		0.0082920
Sungevity Series B preferred stock		0.0073246
Sungevity Series A preferred stock		0.0073246
Sungevity common stock		0.0033685

These exchange ratios assume no subordinated convertible notes or related warrants are issued by Sungevity on or after September 15, 2016. See “The Merger Agreement — Example Scenarios” for additional scenarios describing the fraction of a share of Easterly common stock which would be issued in exchange for each share of Sungevity capital stock outstanding in the Merger under certain potential circumstances. The actual exchange ratios will be determined at the Effective Time based on the circumstances described in “The Merger Agreement — Merger Consideration” and as set forth more fully in the Merger Agreement, and are subject to numerous factors, certain of which are outside of Sungevity’s control.

The unaudited pro forma combined share information does not purport to represent what the actual results of operations of Sungevity and Easterly would have been had the Business Combination been completed or to project Sungevity and Easterly’s results of operations that may be achieved after the Business Combination. The unaudited pro forma book value per share information below does not purport to represent what the value of Sungevity and Easterly would have been had the Business Combination been completed nor the book value per share for any future date or period.

43

	As of and for the Six Months Ended June 30, 2016 (Unaudited)			As of December 31, 2015 and for the period from April 29, 2015 (Inception) to December 31, 2015 for Easterly and for the Twelve Months Ended December 31, 2015 for Sungevity (Unaudited)
Historical Financial Information for Sungevity and Easterly
Sungevity Historical
Book value per share(a)	$	(11.91	)	$	(10.96	)
Basic loss attributable to common stock per share	$	(1.47	)	$	3.58
Diluted loss attributable to common stock per share	$	(1.47	)	$	3.58
Cash dividends per share	$	0.00		$	0.00
Easterly Historical
Book value per share(a)	$	0.20		$	0.20
Basic loss attributable to common stock per share	$	0.04		$	0.20
Diluted loss attributable to common stock per share	$	0.04		$	0.20
Cash dividends per share	$	0.00		$	0.00
Pro Form Combined Assuming No Redemptions (Unaudited)
Sungevity Holdings Pro Forma Combined
Book value per share(a)	$	1.68			nm
Basic loss attributable to common stock per share	$	(0.91	)	$	2.16
Diluted loss attributable to common stock per share	$	(0.91	)	$	2.16
Cash dividends per share	$	0.00		$	0.00
Per Equivalent Share of Sungevity Series D Preferred Stock
Book value per share(a)	$	0.02			nm
Basic loss attributable to common stock per share	$	(0.01	)	$	0.00
Diluted loss attributable to common stock per share	$	(0.01	)	$	0.02
Cash dividends per share	$	0.00		$	0.00
Per Equivalent Share of Sungevity Series C Preferred Stock
Book value per share(a)	$	0.01			nm
Basic loss attributable to common stock per share	$	(0.01	)	$	0.02
Diluted loss attributable to common stock per share	$	(0.01	)	$	0.02
Cash dividends per share	$	0.00		$	0.00
Per Equivalent Share of Sungevity Series B Preferred Stock
Book value per share(a)	$	0.01			nm
Basic loss attributable to common stock per share	$	(0.01	)	$	0.02
Diluted loss attributable to common stock per share	$	(0.01	)	$	0.02
Cash dividends per share	$	0.00		$	0.00
Per Equivalent Share of Sungevity Series A Preferred Stock
Book value per share(a)	$	0.01			nm
Basic loss attributable to common stock per share	$	(0.01	)	$	0.02
Diluted loss attributable to common stock per share	$	(0.01	)	$	0.02
Cash dividends per share	$	0.00		$	0.00

44

	As of and for the Six Months Ended June 30, 2016 (Unaudited)			As of December 31, 2015 and for the period from April 29, 2015 (Inception) to December 31, 2015 for Easterly and for the Twelve Months Ended December 31, 2015 for Sungevity (Unaudited)
Per Equivalent Share of Sungevity Common Stock
Book value per share(a)	$	0.01			nm
Basic loss attributable to common stock per share	$	0.00		$	0.01
Diluted loss attributable to common stock per share	$	0.00		$	0.01
Cash dividends per share	$	0.00		$	0.00
Pro Forma Combined Assuming Redemption of $115 Million of Easterly Common Stock (Unaudited)
Sungevity Holdings Pro Forma Combined
Book value per share(a)	$	(0.27	)		nm
Basic loss attributable to common stock per share	$	(1.12	)	$	2.67
Diluted loss attributable to common stock per share	$	(1.12	)	$	2.67
Cash dividends per share	$	0.00		$	0.00
Per Equivalent Share of Sungevity Series D Preferred Stock
Book value per share(a)	$	0.00			nm
Basic loss attributable to common stock per share	$	(0.01	)	$	0.02
Diluted loss attributable to common stock per share	$	(0.01	)	$	0.02
Cash dividends per share	$	0.00		$	0.00
Per Equivalent Share of Sungevity Series C Preferred Stock
Book value per share(a)	$	0.00			nm
Basic loss attributable to common stock per share	$	(0.01	)	$	0.02
Diluted loss attributable to common stock per share	$	(0.01	)	$	0.02
Cash dividends per share	$	0.00		$	0.00
Per Equivalent Share of Sungevity Series B Preferred Stock
Book value per share(a)	$	0.00			nm
Basic loss attributable to common stock per share	$	(0.01	)	$	0.02
Diluted loss attributable to common stock per share	$	(0.01	)	$	0.02
Cash dividends per share	$	0.00		$	0.00
Per Equivalent Share of Sungevity Series A Preferred Stock
Book value per share(a)	$	0.00			nm
Basic loss attributable to common stock per share	$	(0.01	)	$	0.02
Diluted loss attributable to common stock per share	$	(0.01	)	$	0.02
Cash dividends per share	$	0.00		$	0.00
Per Equivalent Share of Sungevity Common Stock
Book value per share(a)	$	0.00			nm
Basic loss attributable to common stock per share	$	0.00		$	0.01
Diluted loss attributable to common stock per share	$	0.00		$	0.01
Cash dividends per share	$	0.00		$	0.00

45

	As of and for the Six Months Ended June 30, 2016 (Unaudited)			As of December 31, 2015 and for the period from April 29, 2015 (Inception) to December 31, 2015 for Easterly and for the Twelve Months Ended December 31, 2015 for Sungevity (Unaudited)
Pro Forma Combined Assuming Redemption of $187.8 Million of Easterly Common Stock (Unaudited)
Sungevity Holdings Pro Forma Combined
Book value per share(a)	$	(2.08	)