SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 6, 2019 (July 31, 2019)
Pensare Acquisition Corp.
(Exact Name of Registrant as Specified in Charter)
|(State or other jurisdiction||(Commission File Number)||(I.R.S. Employer|
|of incorporation)||Identification Number)|
|1720 Peachtree Street, Suite 629|
|(Address of principal executive offices)||(Zip code)|
(Registrant’s telephone number, including area code)
(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)
☐ 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 ☒
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||Trading Symbol(s)||Name of each exchange on which registered|
|Units, each consisting of one share of Common Stock, one Right and one Warrant||WRLSU||The Nasdaq Stock Market LLC|
|Common Stock, par value $0.001 per share||WRLS||The Nasdaq Stock Market LLC|
|Rights, exchangeable into one-tenth of one share of Common Stock||WRLSR||The Nasdaq Stock Market LLC|
|Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50||WRLSW||The Nasdaq Stock Market LLC|
Item 5.07. Submission of Matters to a Vote of Security Holders.
On July 31, 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 August 1, 2019 to December 1, 2019. 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 5,754,273 of the shares of Company’s common stock in connection with the Extension, a total of approximately $3.2 million will remain in the Company’s trust account.
Set forth below are the final voting results for the Charter Amendment proposal:
The Charter Amendment was approved. The voting results of the shares of the Company’s common stock were as follows:
|Item 9.01.||Financial Statements and Exhibits.|
|99.1||Amendment to Amended and Restated Certificate of Incorporation of Pensare Acquisition Corp., dated July 31, 2019|
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.
PENSARE ACQUISITION CORP.
|By: /s/ Darrell J. Mays|
| Name: Darrell J. Mays|
Title: Chief Executive Officer
Date: August 6, 2019
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
PENSARE ACQUISITION CORP.
July 31, 2019
Pensare Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY AS FOLLOWS:
1. The name of the Corporation is “Pensare Acquisition Corp.” The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on April 7, 2016 (the “Original Certificate"). The first certificate of amendment of the Original Certificate was filed with the Secretary of State on May 16, 2016. The second certificate of amendment of the Original Certificate was filed with the Secretary of State on December 19, 2016. The third certificate of amendment of the Original Certificate was filed with the Secretary of State on May 11, 2017. The Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate") was filed with the Secretary of State of the State of Delaware on July 27, 2017. The first certificate of amendment of the Amended and Restated Certificate was filed with the Secretary of State on January 28, 2019. The second certificate of amendment of the Amended and Restated Certificate was filed with the Secretary of State on April 29, 2019.
2. This Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate.
3. This Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the Board of Directors of the Corporation and the stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.
4. The text of Section 9.6 of Article IX is hereby amended and restated to read in full as follows:
Termination. In the event that the Corporation does not consummate a Business Combination by December 1, 2019 (such date being referred to as the “Termination Date"), the Corporation shall (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the Offering Shares for cash for a redemption price per share equal to the amount then held in the Trust Account, including the interest earned thereon, less any income or franchise taxes payable, divided by the total number of Offering Shares then outstanding (which redemption will completely extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to approval of the Corporation’s then stockholders and subject to the requirements of the DGCL, including the adoption of a resolution by the Board pursuant to Section 275(a) of the DGCL finding the dissolution of the Corporation advisable and the provision of such notices as are required by said Section 275(a) of the DGCL, dissolve and liquidate the balance of the Corporation’s net assets to its remaining stockholders, as part of the Corporation’s plan of dissolution and liquidation, subject (in the case of clauses (ii) and (iii) above) to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
IN WITNESS WHEREOF, Pensare Acquisition Corp. has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of the date first set above.
|PENSARE ACQUISITION CORP.|
|By:||/s/ Darrell Mays|
|Name: Darrell Mays|
|Title: Chief Executive Officer|