Additional Proxy Soliciting Materials (definitive) (defa14a)
27 November 2019 - 9:16AM
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): November 26, 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:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
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 x
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. ¨
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Units, each consisting of one share of Common Stock, one Right and one Warrant
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WRLSU
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The Nasdaq Stock Market LLC
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Common Stock, par value $0.001 per share
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WRLS
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The Nasdaq Stock Market LLC
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Rights, exchangeable into one-tenth of one share of Common Stock
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WRLSR
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The Nasdaq Stock Market LLC
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Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50
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WRLSW
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The Nasdaq Stock Market LLC
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On November 26, 2019,
Pensare Acquisition Corp. (the “Company”) held a special meeting of stockholders (the “Meeting”). At the
Meeting, the stockholders approved 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 four months, from December 1, 2019 to April 1, 2020. The affirmative vote of at least a majority of the outstanding
shares of the Company’s common stock was required to approve the Charter Amendment. The purpose of the Charter Amendment
is to allow the Company more time to complete its proposed business combination pursuant to the Business Combination Agreement,
dated as of July 24, 2019, by and among the Company, Tango Merger Sub Corp., Stratos Management Systems, Inc., and Stratos Management
Systems Holdings, LLC. Following redemptions of 135,288 of the shares of Company’s common stock in connection with the Extension,
a total of approximately $1,800,026.46 will remain in the Company’s trust account.
Set forth below are
the final voting results for the Charter Amendment proposal:
Charter Amendment
The Charter Amendment was approved. The
voting results of the shares of the Company’s common stock were as follows:
For
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Against
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Abstentions
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7,731,372
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1
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0
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See Item 5.07.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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.
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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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Date: November 26, 2019
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