Current Report Filing (8-k)
January 16 2019 - 4:27PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
January 16, 2019
Pensare Acquisition Corp.
(Exact Name of Registrant as Specified in Charter)
Delaware
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001-38167
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81-2402421
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(State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer
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of incorporation)
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Identification Number)
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1720 Peachtree Street, Suite 629
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Atlanta, GA
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30309
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(Address of principal executive offices)
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(Zip code)
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(404) 234-3098
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Indicate by
check
mark
whether
the
registrant
is
an
emerging
growth
company
as
defined
in
Rule 405
of the Securities
Act
of
1933
(§230.405
)
or
Rule
12b-2
of the
Securities
Exchange
Act
of 1934
(§240.12b-2).
Emerging
growth
company
R
If
an
emerging
growth
company,
indicate
by
check
mark
if
the
registrant
has elected not
to use
the
extended
transition
period
for
complying
with
any new
or
revised
financial accounting
standards
provided
pursuant
to
Section
13(a)
of
the Exchange
Act.☐
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Item 8.01.
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Other Events
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Pensare Acquisition Corp.
(the “Company”) previously announced that it will hold a special meeting in lieu of the 2019 annual meeting of stockholders
on January 28, 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 (the “Special Meeting”) to vote on (i) an amendment (the “Charter Amendment”)
to 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 February 1, 2019 to May 1, 2019 (the
“Extended Date”); (ii) a proposal to re-elect four directors to the Company’s board of directors, with each such
director to serve until the second annual meeting of stockholders following the Special Meeting or until his successor is elected
and qualified; and (iii) a proposal to ratify the selection by the Company’s Audit Committee of Marcum LLP to serve as the
Company’s independent registered public accounting firm for the fiscal year ending March 31, 2019.
On January 16, 2019, the
Company announced that if the Charter Amendment is approved, the Company’s sponsor, Pensare Sponsor Group, LLC (the “Sponsor”),
has agreed to contribute to the Company as a loan $0.033 for each share of the Company’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, for each calendar month (commencing on February 2, 2019 and on the second day of each subsequent month), or portion
thereof, that is needed by the Company to complete a business combination from February 2, 2019 until the Extended Date (the “Contribution”).
For example, if the Company takes until May 1, 2019 to complete its business combination, which would represent three calendar
months, the Sponsor would make aggregate Contributions of approximately $3,073,950 (assuming no Public Shares were redeemed). Each
Contribution will be deposited in the trust account established in connection with the Company’s initial public offering
(the “Trust Account”) on or before the tenth of each month. Accordingly, if the Charter Amendment is approved, the
Extension is implemented and the Company takes the entire time through the Extended Date to complete its initial business combination,
the redemption amount per Public Share at the meeting for such business combination or the Company’s subsequent liquidation
will be approximately $10.27 per Public Share, in comparison to the current redemption amount of approximately $10.17 per Public
Share (based on approximately $315.9 million in the Trust Account as of January 15, 2019). The Contribution is conditional upon
the implementation of the Charter Amendment. The Contribution will not occur if the Charter Amendment is not approved or the Extension
is not completed for any reason. The amount of the Contributions will not bear interest and will be repayable by the Company to
the Sponsor upon consummation of the Company’s initial business combination. If the Sponsor advises the Company that it does
not intend to make the Contribution, then the Charter Amendment will not be put before the stockholders at the Special Meeting
and the Company will dissolve and liquidate in accordance with its amended and restated certificate of incorporation. The Sponsor
will have sole discretion to determine whether to continue extending for additional calendar months until the Extended Date, and
if the Sponsor determines not to continue extending for additional calendar months, its obligation to make additional Contributions
will terminate and the Company will dissolve and liquidate in accordance with its amended and restated certificate of incorporation.
On January 16, 2019, the
Company issued a press release announcing the Contribution. A copy of the press release is attached to this report as Exhibit 99.1
and is incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits
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(d) Exhibits
EXHIBIT INDEX
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
hereunto duly authorized.
Dated: January 16, 2019
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Pensare Acquisition Corp.
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By:
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/s/ Darrell J. Mays
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Name: Darrell J. Mays
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Title: Chief Executive Officer
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