Amended Statement of Ownership (sc 13g/a)
07 February 2020 - 12:19AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
Pensare
Acquisition Corp
(Name
of Issuer)
Common
Stock, Par Value $.001 Per Share
(Title
of Class of Securities)
70957E105
(CUSIP
Number)
J.
Scott Perkins; 3801 PGA Boulevard, Suite 500, Palm Beach Gardens, Florida 33410; 561-741-0820
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December
31, 2019
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☑ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
*
The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 70957E105
|
13G
|
Page
2 of 10
|
1.
|
NAMES
OF REPORTING PERSONS
Lighthouse Investment Partners, LLC
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
0
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
0
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0
|
12.
|
TYPE
OF REPORTING PERSON (see instructions)
IA
|
|
|
|
|
CUSIP
No. 70957E105
|
13G
|
Page
3 of 10
|
1.
|
NAMES
OF REPORTING PERSONS
MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
0
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
0
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0
|
12.
|
TYPE
OF REPORTING PERSON (see instructions)
FI
|
|
|
|
|
CUSIP
No. 70957E105
|
13G
|
Page
4 of 10
|
1.
|
NAMES
OF REPORTING PERSONS
MAP 136 Segregated Portfolio, a segregated portfolio of LMA SPC
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
0
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
0
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0
|
12.
|
TYPE
OF REPORTING PERSON (see instructions)
FI
|
|
|
|
|
CUSIP
No. 70957E105
|
13G
|
Page
5 of 10
|
Item
1.
The
name of the issuer is Pensare Acquisition Corp (herein referred to as “Issuer”).
|
(b)
|
Address
of Issuer’s Principal Executive Offices
|
The
principal executive offices of the issuer are located at 1720 Peachtree Street, Suite 629, Atlanta, GA 30309.
Item
2.
|
(a)
|
Name
of Person Filing
|
This
Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”)
|
i)
|
Lighthouse
Investment Partners, LLC (“Lighthouse”)
|
|
ii)
|
MAP
214 Segregated Portfolio, a segregated portfolio of LMA SPC (“MAP 214”)
|
|
iii)
|
MAP
136 Segregated Portfolio, a segregated portfolio of LMA SPC (“MAP 136”)
|
This
Statement relates to the Issuer’s shares of common stock (“Shares”) directly beneficially owned by MAP 214 and
MAP 136. Lighthouse serves as the investment manager of MAP 214 and MAP 136. Because Lighthouse may be deemed to control MAP 214
and MAP 136, Lighthouse may be deemed to beneficially own, and to have the power to vote or direct the vote of, and the power
to direct the disposition of the Issuer’s Shares reported herein.
|
(b)
|
Address
of the Principal Office or, if none, residence
|
The
address of the business office of each of the Reporting Persons is 3801 PGA Boulevard, Suite 500, Palm Beach Gardens, Florida
33410.
Each
of MAP 214 and MAP 136 are segregated portfolios of LMA SPC a Cayman Islands segregated portfolio company.. Lighthouse is a Delaware
limited liability company.
|
(d)
|
Title
of Class of Securities
|
The
schedule 13G statement relates to common stock, par value $.001 per share of the Issuer (the “Stock”).
The
CUSIP number for the Stock is 70957E105.
CUSIP
No. 70957E105
|
13G
|
Page
6 of 10
|
|
Item 3.
|
Filing
pursuant to §240.13d-1(c)
|
If
this statement is filed pursuant to Sec. 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a :
|
(a)
|
☐
Broker
or dealer registered under section 15 of the Act (15 U.S.D. 78o):
|
|
(b)
|
☐
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
(c)
|
☐
Insurance
company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c);
|
|
(d)
|
☐
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
|
|
(e)
|
☑
An
investment adviser in accordance with Sec. 240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
☐
An
employee benefit plan or endowment fund in accordance with Sec. 240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
☐
A
parent holding company or control person in accordance with Sec. 240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
☐
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813);
|
|
(i)
|
☐
A
church plan that is excluded from the definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
|
(j)
|
☐
A non-U.S.
institution in accordance with Sec. 240.13d-1(b)(1)(ii)(J);
|
|
(k)
|
☐
Group,
in accordance with Sec. 240.13d-1(b)(1)(ii)(J).
|
|
(a)
|
Amount
Beneficially Owned: As of December 31, 2019, each of the Reporting Persons may be deemed
the beneficial owner of 0 Shares.
|
|
(b)
|
Percent
of Class: As of December 31, 2019, each of the Reporting Persons may be deemed the beneficial
owner of approximately 0% of Shares outstanding.
|
|
(c)
|
Number
of shares to which the person has:
|
|
(i)
|
Sole
power to vote or to direct the vote: 0
|
|
(ii)
|
Shared
power to vote or to direct the vote: 0
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 0
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: 0
|
|
Item 5.
|
Ownership
of Five Percent or Less of a Class.
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following [X].
|
Item 6.
|
Ownership
of More than Five Percent on Behalf of another Person.
|
Not
Applicable
|
Item 7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By
the Parent Holding Company.
|
Not
Applicable
CUSIP
No. 70957E105
|
13G
|
Page
7 of 10
|
|
Item 8.
|
Identification
and Classification of Members of the Group.
|
Not
Applicable
|
Item 9.
|
Notice
of Dissolution of Group.
|
Not
Applicable
CUSIP
No. 70957E105
|
13G
|
Page
8 of 10
|
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
February
5, 2020
Date
LIGHTHOUSE
INVESTMENT PARTNERS, LLC
|
|
/s/ J.
Scott Perkins
|
|
Authorized
Signatory
|
|
MAP
214 SEGREGATED PORTFOLIO, A SEGREGATED PORTFOLIO OF LMA SPC
|
|
/s/ J.
Scott Perkins
|
|
Director
|
|
MAP
136 SEGREGATED PORTFOLIO, A SEGREGATED PORTFOLIO OF LMA SPC
|
|
/s/ J.
Scott Perkins
|
|
Director
|
|
CUSIP
No. 70957E105
|
13G
|
Page
9 of 10
|
EXHBIT
INDEX
Ex.
|
|
Page
No.
|
A Joint
Filing Agreement
|
|
10
|
CUSIP
No. 70957E105
|
13G
|
Page
10 of 10
|
EXHBIIT
A
JOINT
FILING AGREEMENT
The
undersigned hereby agree that the statement on Schedule 13G with respect to the Ordinary Shares of Pensare Acquisition Corp dated
as of February 5, 2020 is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us
pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
LIGHTHOUSE
INVESTMENT PARTNERS, LLC
|
|
/s/ J.
Scott Perkins
|
|
Authorized
Signatory
|
|
MAP
214 SEGREGATED PORTFOLIO, A SEGREGATED PORTFOLIO OF LMA SPC
|
|
/s/ J.
Scott Perkins
|
|
Director
|
|
MAP
136 SEGREGATED PORTFOLIO, A SEGREGATED PORTFOLIO OF LMA SPC
|
|
/s/ J.
Scott Perkins
|
|
Director
|
|
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