Pensare Acquisition Corp. (NASDAQ: WRLS) (the “Company” or
“Pensare”) previously announced that it will hold a special meeting
of stockholders (the “Special Meeting”) on April 26, 2019 at 11:00
a.m., local time, at the offices of Greenberg Traurig, LLP, located
at the MetLife Building, 200 Park Avenue, New York, New York 10166
to vote on (i) a proposal to amend (the “Charter Amendment”) the
Company’s amended and restated certificate of incorporation to
extend the date by which the Company has to consummate a business
combination (the “Extension”) for an additional three months, from
May 1, 2019 to August 1, 2019 (the “Extended Date”); and (ii) a
proposal to direct the chairman of the Special Meeting to adjourn
the Special Meeting to a later date or dates, if necessary, to
permit further solicitation and vote of proxies if, based upon the
tabulated vote at the time of the Special Meeting, there are not
sufficient votes to approve the Charter Amendment (the “Adjournment
Proposal”).
The Company today announced that its sponsor has
agreed to contribute to the Company as a loan $0.033 for each share
of Pensare’s common stock issued in its initial public offering
(each, a “Public Share”) that is not redeemed in connection with
the stockholder vote to approve the Extension (the “Contribution”),
for one additional calendar month (May 2019). The amount of the
Contribution will not bear interest and will be repayable by the
Company to the Company’s sponsor upon consummation of the Company’s
initial business combination. The Extension will allow the Company
until the Extended Date to complete a business combination.
As of April 18, 2019, the Company had
approximately $291.7 million in the trust account established in
connection with the Company’s initial public offering (the “Trust
Account”), or approximately $10.32 per Public Share.
The Contribution will increase the pro rata
portion of the funds available in the Trust Account in the event of
the consummation of a business combination or liquidation from
approximately $10.32 per Public Share to approximately $10.36 per
Public Share. If the Extension is implemented, the Company’s
sponsor will make the Contribution on or before May 10, 2019.
The Company will announce in May 2019 if the
Company’s sponsor will make additional contributions to the Trust
Account after that month. If the Company’s sponsor determines not
to make additional contributions to the Trust Account, the Company
will promptly offer public stockholders the right to redeem their
shares for their pro rata portion of the funds then available in
the Trust Account.
About Pensare Acquisition
Corp.
Pensare is a blank check company formed for the
purpose of entering into a merger, stock exchange, asset
acquisition, stock purchase, recapitalization, reorganization or
other similar business combination with one or more businesses or
entities. Pensare’s management team includes Darrell Mays, Chief
Executive Officer, Dr. Robert Willis, President, and Lawrence E.
Mock, Jr., Chairman of the Board.
Forward-Looking Statements
This press release contains “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. Such forward-looking statements include
statements concerning a potential business combination and
additional deposits into the Trust Account for the benefit of the
Company’s stockholders. These statements are based on the Company’s
management’s current expectations and beliefs, as well as a number
of assumptions concerning future events. Such forward-looking
statements are subject to known and unknown risks, uncertainties,
assumptions and other important factors, many of which are outside
of the Company’s control that could cause actual results to differ
materially from the results discussed in the forward-looking
statements. The Company cannot assure you that even if the Charter
Amendment is approved, it will be implemented or that the Company’s
sponsor will determine to make the Contribution.
Additional factors that could cause actual
results to differ materially from those expressed or implied in
forward-looking statements can be found in the Company’s definitive
proxy statement on Schedule 14A filed with the Securities and
Exchange Commission (the “SEC”) on April 3, 2019, annual report on
Form 10-K for the fiscal year ended March 31, 2018 and quarterly
reports on Form 10-Q for the quarterly periods ended June 30, 2018,
September 30, 2018 and December 31, 2018 which are available, free
of charge, at the SEC’s website at www.sec.gov.
Additional Information about the
Proposals and Where to Find It
In connection with the proposed Charter
Amendment and Adjournment Proposal, the Company filed a definitive
proxy statement with the SEC on April 3, 2019 and thereafter
commenced mailing the definitive proxy statement to its
stockholders as of the March 27, 2019 record date for the Special
Meeting. Investors and security holders of the Company are advised
to read the definitive proxy statement that was filed with the SEC
in connection with the Company’s solicitation of proxies for its
Special Meeting to be held to approve the proposed Charter
Amendment and, if submitted to the Company’s stockholders, the
Adjournment Proposal, because the definitive proxy statement
contains important information about the proposed Charter Amendment
and Adjournment Proposal. Stockholders may also obtain a copy of
the definitive proxy statement, as well as other relevant documents
that have been or will be filed with the SEC, without charge, at
the SEC’s website at www.sec.gov or by directing a request to:
Pensare Acquisition Corp., 1720 Peachtree Street, Suite 629,
Atlanta, GA 30309, Attention: Darrell J. Mays, Chief Executive
Officer.
If you have any questions or need assistance
voting your shares, please call our proxy solicitor, Morrow Sodali
LLC, at: Morrow Sodali LLC, 470 West Avenue, Stamford, CT 06902,
phone: (800) 662-5200 (banks and brokers call collect at: (203)
658-9400), email: WRLS.info@morrowsodali.com.
Participants in
Solicitation
The Company and certain of its directors,
executive officers and other members of its management and
employees may be deemed to be participants in the solicitation of
proxies from the Company’s stockholders. Information concerning the
interests of the directors and executive officers of the Company is
set forth in the definitive proxy statement filed with the SEC on
April 3, 2019.
Contact:Pensare Acquisition Corp.David Panton,
1.404.234.3098info@pensaregrp.com
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