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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Item 7.01.
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Regulation FD Disclosure.
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As previously disclosed,
on January 31, 2019, Pensare Acquisition Corp., a Delaware corporation (the “Company”), Tango Merger Sub Corp., a Delaware
corporation and wholly-owned direct subsidiary of the Company (“Merger Sub”), and U.S. TelePacific Holdings Corp.,
a Delaware corporation doing business as TPx Communications (“TPx”), entered into a Business Combination Agreement
(the “Business Combination Agreement”) pursuant to which Merger Sub will merge with and into TPx (the “Merger,”
together with the other transactions contemplated by the Business Combination Agreement, the “Transactions”), with
TPx surviving the Merger as a wholly-owned direct subsidiary of the Company.
Attached as Exhibit
99.1 to this Current Report on Form 8-K and incorporated herein by reference is a form of presentation to be used by the Company
in presentations for certain of the Company’s stockholders and other persons. Such exhibit and the information set forth
therein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
See Item 7.01.
Forward-Looking Statements
This communication
includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions
under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied
by words such as “believe,” “may,” “will,” “should,” “estimate,” “projected,”
“continue,” “anticipate,” “forecasts,” “intend,” “expect,” “should,”
“would,” “plan,” “predict,” “potential,” “seem,” “seek,”
“future,” “outlook,” “propose,” and similar expressions that predict or indicate future events
or trends or that are not statements of historical matters. These forward-looking statements are not guarantees of future performance,
conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors,
many of which are outside the Company’s or TPx’s management’s control, that could cause actual results or outcomes
to differ materially from those discussed in the forward-looking statements. These forward-looking statements include, but are
not limited to, statements related to anticipated growth in TPx’s industry; TPx’s strategy and ability to grow; TPx’s
anticipated future financial performance; the anticipated timing of the Transactions; the completion of the Transactions on the
terms proposed, including the proposed private placement of the Company’s equity securities to potential investors (the “PIPE”);
the inability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other
things, the amount of cash available following any redemptions by the Company’s stockholders; the ability to meet NASDAQ’s
listing standards following the consummation of the Transactions; the costs related to the proposed business combination and the
financing of the Transactions on terms currently anticipated; TPx’s ability to execute on its plans to develop and market
new products and the timing of these development programs; TPx’s estimates of the size of the market for its solutions; the
rate and degree of market acceptance of TPx’s solution’s the success of other competing technologies that may become
available; TPx’s ability to identify and integrate acquisitions; the performance and security of TPx’s services; actual
and/or potential litigation involving the Company or TPx (including, without limitation certain class action lawsuits that have
been filed against TPx asserting claims of failure to pay overtime wages, failure to provide all meal and rest periods, failure
to provide accurate wage statements, failure to pay wages upon termination and claims under the California Unfair Competition Law);
general economic and market conditions impacting demand for TPx’s services and the potential impact the Transactions will
have on the Company and TPx. These statements are based on various assumptions and on the current expectations of the Company and
TPx management and are not predictions of actual performance. These forward-looking statements are subject to a number of risks
and uncertainties, including the level of redemptions in connection with the proposed Transactions; receipt of required stockholder
approval, receipt of regulatory approvals without unexpected delays or conditions or the failure of other closing conditions; changes
in estimates of future financial performance; changes in expectations as to the closing of the Transactions; retention of customers
and suppliers in connection with the Transactions or other acquisitions; the cost of capital necessary to finance the Transactions
and any future acquisitions; unanticipated changes in laws, regulations, or other industry standards affecting the Company or TPx;
the ability of the Company to issue equity or equity-linked securities in connection with the proposed Transactions or in the future,
including, without limitation, pursuant to the PIPE, or other offering of equity securities, which could dilute the interests of
the Company’s stockholders; those factors discussed in the Company’s Annual Report on Form 10-K for the year ended
March 31, 2018 under the heading “Risk Factors,” and other documents of the Company filed, or to be filed, with the
SEC. These statements speak only as of the date they are made and neither the Company nor TPx undertakes any obligation to update
any forward-looking statements contained herein to reflect events or circumstances which arise after the date of this communication.
Additional Information
The Company intends
to file with the SEC a preliminary proxy statement relating to the Transactions. The Company will mail a definitive proxy statement
and other relevant documents to the stockholders of the Company. Stockholders of the Company and other interested persons are advised
to read, when available, the preliminary proxy statement, and amendments thereto, and definitive proxy statement in connection
with the Company’s solicitation of proxies for the special meeting to be held to approve the Transactions because these proxy
statements will contain important information about the Company, TPx, and the Transactions. The definitive proxy statement will
be mailed to stockholders of the Company as of a record date to be established for voting on the Transactions. Stockholders will
also be able to obtain copies of the proxy statement, without charge, once available, at the SEC’s Internet site at http://www.sec.gov
or by directing a request to: Pensare Acquisition Corp., 1720 Peachtree Street, Suite 629, Atlanta, GA 30309.
Participants in the Transactions
The Company and its
respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the Stockholders
of the Company in connection with the proposed Transactions. Information regarding the officers and directors of the Company is
available in the Company’s annual report on Form 10-K for the year ended March 31, 2018, which has been filed with the SEC.
Additional information regarding the interests of such potential participants will also be included in the proxy statement for
the Transactions when available and the other relevant documents filed with the SEC.
Disclaimer
This communication
shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities
in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under
the securities laws of any such jurisdiction.
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Item 9.01.
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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99.1
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Form of Presentation
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EXHIBIT INDEX
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf
by the undersigned hereunto duly authorized.
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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
Title: Chief Executive Officer
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Date: February 11, 2019