Pensare Acquisition Corp. (Nasdaq: WRLS, WRLSU, WRLSW, WRLSR) (the
“Company”) today announced that the Company’s sponsor will reduce
its contributions to the trust account established in connection
with the Company’s initial public offering (the “Trust Account”).
The Company’s sponsor will continue to pay to the Trust Account
$0.033 per Public Share that has not been redeemed per month, but
the total monthly payment will be no greater than $200,000.
The Company is currently in active discussions with a target
company regarding a potential business combination that is
anticipated to require an amount of funding less than the current
balance of the Trust Account to consummate the business
combination. There can be no assurance that the Company will enter
into a business combination agreement with the target company or
that this or any other potential business combination will be
completed.
As previously announced, the Company will offer
public stockholders the right to redeem their shares of the
Company’s common stock, par value $0.001 per share, issued in its
initial public offering (each, a “Public Share”) for their pro rata
portion of the funds available in the Trust Account in connection
with the Company’s sponsor’s determination not to make additional
contributions to the Trust Account. Holders of Public Shares may
redeem their shares for their pro rata portion of the proceeds of
the Trust Account by delivering their Public Shares to Continental
Stock Transfer & Trust Company, the Company’s transfer agent
(the “Transfer Agent”), prior to 5:00 p.m., eastern time, on June
14, 2019 (the “Redemption Deadline”) in accordance with the
directions below. The Company expects that holders that properly
deliver their Public Shares to the Transfer Agent for cancelation
prior to the Redemption Deadline will receive their pro rata
portion of the proceeds of the Trust Account by no later than the
close of business the following business day. The Company estimates
that the per-share redemption price for the Public Shares will be
approximately $10.38.
The Company’s sponsor will pay to the Trust
Account, $0.033 per Public Share that is not redeemed per month up
to a maximum of $200,000 per month. If more than 6,060,606 Public
Shares remain outstanding after redemptions in connection with this
adjustment, then the amount paid per share will be reduced
proportionately. The monthly payments will be deposited in
the Trust Account prior to June 21, 2019 and July 10, 2019.
In connection with tendering your Public Shares
for redemption, you must elect either to physically tender your
stock certificates to the Transfer Agent, at Continental Stock
Transfer & Trust Company, One State Street, 30th Floor, New
York, New York 10004-1561, Attn: Mark Zimkind,
mzimkind@continentalstock.com, prior to 5:00 p.m., eastern time, on
June 14, 2019 or to deliver your shares to the Transfer Agent
electronically using The Depository Trust Company’s DWAC
(Deposit/Withdrawal At Custodian) System, which election would
likely be determined based on the manner in which you hold your
Public Shares. You should ensure that your bank or broker complies
with the requirements identified elsewhere herein.
Through the DWAC system, this electronic
delivery process can be accomplished by the stockholder, whether or
not it is a record holder or its Public Shares are held in “street
name,” by contacting the Transfer Agent or its broker and
requesting delivery of its Public Shares through the DWAC system.
Delivering Public Shares physically may take significantly longer.
In order to obtain a physical stock certificate, a stockholder’s
broker and/or clearing broker, DTC, and the Transfer Agent will
need to act together to facilitate this request. There is a nominal
cost associated with the above-referenced tendering process and the
act of certificating the shares or delivering them through the DWAC
system. The Transfer Agent will typically charge the tendering
broker $100 and the broker would determine whether or not to pass
this cost on to the redeeming holder. It is the Company’s
understanding that stockholders should generally allot at least two
weeks to obtain physical certificates from the Transfer Agent. The
Company does not have any control over this process or over the
brokers or DTC, and it may take longer than two weeks to obtain a
physical stock certificate. Such stockholders will have less time
to make their decision than those stockholders that deliver their
shares through the DWAC system. Stockholders who request physical
stock certificates and wish to redeem may be unable to meet the
deadline for tendering their Public Shares before exercising their
redemption rights and thus may be unable to redeem their Public
Share.
Certificates that have not been tendered in
accordance with these procedures prior to the Redemption Deadline
will not be redeemed for a pro rata portion of the funds held in
the Trust Account. In the event that a public stockholder tenders
its shares and decides prior to the Redemption Deadline that it
does not want to redeem its shares, the stockholder may withdraw
the tender. If you delivered your Public Shares for redemption to
the Transfer Agent and decide prior to the Redemption Deadline not
to redeem your Public Shares, you may request that the Transfer
Agent return the Public Shares (physically or electronically). You
may make such request by contacting the Transfer Agent at the
address listed above. The Company anticipates that a public
stockholder who tenders shares for redemption prior to the
Redemption Deadline would receive payment of the redemption price
for such shares no later than the close of business the following
business day. The Transfer Agent will hold the certificates of
public stockholders that make the election until such shares are
redeemed for cash or returned to such stockholders.
If properly demanded, the Company will redeem
each Public Share for a pro rata portion of the funds available in
the Trust Account, less any income taxes owed on such funds but not
yet paid, calculated as of two days prior to the Redemption
Deadline. This would amount to approximately $10.38 per Public
Share, based on the approximate amount of $253.5 million held in
the trust account as of May 30, 2019. The closing price of the
Company’s Common Stock on May 30, 2019 was $10.34. Accordingly, if
the market price were to remain the same until the Redemption
Deadline, exercising redemption rights would result in a public
stockholder receiving $0.04 more for each share than if such
stockholder sold the shares in the open market.
If you exercise your redemption rights, you will
be exchanging your Public Shares for cash and will no longer own
the shares. You will be entitled to receive cash for these Public
Shares only if you properly demand redemption and tender your stock
certificate(s) to the Transfer Agent by the Redemption Deadline.
All Public Shares that are not delivered to the Transfer Agent for
cancellation prior to the Redemption Deadline will remain
outstanding after the Redemption Deadline. If the Company is unable
to complete a business combination on or before August 1, 2019, it
will be required by its charter to (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
100% of the outstanding Public Shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in
the Trust Account, including any interest earned on the funds held
in the Trust Account not previously released to the Company,
divided by the number of then outstanding Public 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 the Company’s remaining stockholders and the
Company’s board of directors, dissolve and liquidate, subject (in
the case of (ii) and (iii) above) to the Company’s obligations
under Delaware law to provide for claims of creditors and the
requirements of other applicable law. If the Company seeks a
further extension of its deadline to complete a business
combination, it will again offer redemption rights to holders of
Public Shares in connection with the stockholder vote to approve
that extension.
The redemption amount will be payable to the
holders of the Public Shares (including the Public Shares included
in the Company’s units) upon presentation of their share or unit
certificates or other delivery of their shares or units. There will
be no distribution from the Trust Account with respect to the
Company’s rights and warrants, which will expire worthless in the
event that the Company is wound up.
About Pensare Acquisition Corp.
Pensare Acquisition Corp. is a special purpose
acquisition company that went public on Nasdaq in July 2017 and was
formed for the purpose of effecting a merger, acquisition or
similar business combination in the telecommunications, media, and
technology (TMT) industries. Pensare is led by Chairman Larry Mock,
Chief Executive Officer Darrell J. Mays, President Robert Willis,
and Chief Strategy Officer David Panton. Pensare’s securities are
quoted on the Nasdaq stock exchange under the ticker symbols WRLS,
WRLSW, WRLSR and WRLSU. For more information, visit
www.pensaregrp.com.
Forward-Looking Statements
Certain statements made herein are
“forward-looking statements” within the meaning of the “safe
harbor” provisions of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements may be identified by the use of
words such as “anticipate”, “believe”, “expect”, “estimate”,
“plan”, “outlook”, and “project” and other similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements
reflect the current analysis of existing information and are
subject to various risks and uncertainties. As a result, caution
must be exercised in relying on forward-looking statements. Due to
known and unknown risks, our actual results may differ materially
from our expectations or projections.
Additional information concerning factors that
may impact our expectations and projections can be found in our
periodic filings with the SEC, including our Annual Report on Form
10-K for the fiscal year ended March 31, 2018 and Quarterly Report
on Form 10-Q for the quarterly period ended December 31, 2018 and
in the proxy statement filed by the Company with the SEC on April
3, 2019. Our SEC filings are available publicly on the SEC’s
website at http://www.sec.gov. The Company disclaims any obligation
to update the forward-looking statements, whether as a result of
new information, future events or otherwise.
Contact:Pensare Acquisition Corp.David Panton,
1.404.234.3098info@pensaregrp.com
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