logo
DEF 14A
PENSARE ACQUISITION CORP filed this Form DEF 14A on 04/03/2019
Entire Document
 

 

 

The affirmative vote of the holders of at least a majority of all then outstanding shares of common stock is required to effect an amendment to Pensare’s Charter, including any amendment that would extend its corporate existence beyond May 1, 2019. Additionally, Pensare’s charter requires that all public stockholders have an opportunity to redeem their public shares in the case Pensare’s corporate existence is extended. We believe that this charter provision was included to protect Pensare stockholders from having to sustain their investments for an unreasonably long period if Pensare failed to find a suitable business combination in the timeframe contemplated by the charter. Given Pensare’s expenditure of time, effort and money on the potential business combinations with the targets it has identified, circumstances warrant providing those who would like to consider whether a potential business combination with one or more of such targets is an attractive investment with an opportunity to consider such transaction, inasmuch as Pensare is also affording stockholders who wish to redeem their public shares the opportunity to do so, as required under its charter. Accordingly, we believe the Extension is consistent with Pensare’s charter and IPO prospectus.

 

Q.            How do the Pensare insiders intend to vote their shares?

A.        All of Pensare’s directors, executive officers and their respective affiliates are expected to vote any common stock over which they have voting control (including any public shares owned by them) in favor of the Charter Amendment proposal and the Adjournment Proposal.

 

Pensare’s directors, executive officers and their respective affiliates are not entitled to redeem their founder shares. With respect to shares purchased in the open market by Pensare’s directors, executive officers and their respective affiliates, such public shares may be redeemed. On the record date, Pensare’s directors, executive officers and their affiliates beneficially owned and were entitled to vote 5,953,500 founder shares, representing approximately 16.5% of Pensare’s issued and outstanding common stock. Pensare’s directors, executive officers and their affiliates did not beneficially own any public shares as of such date.

 

Pensare’s directors, executive officers and their affiliates may choose to buy public shares in the open market and/or through negotiated private purchases. In the event that purchases do occur, the purchasers may seek to purchase shares from stockholders who would otherwise have voted against the Charter Amendment proposal. Any public shares held by affiliates of Pensare may be voted in favor of the Charter Amendment proposal.

 

Q.            What vote is required to approve each of the proposals? A.        Approval of the Charter Amendment will require the affirmative vote of holders of at least a majority of Pensare’s outstanding common stock on the record date. Approval of the proposal to direct the chairman of the special meeting to adjourn the special meeting requires the affirmative vote of the majority of the shares present in person or by proxy at the special meeting and voting on the proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established, but will have no effect on the approval of the Adjournment Proposal. With respect to the Charter Amendment proposal, abstentions and broker non-votes will have the same effect as “AGAINST” votes.
Q.            What if I don’t want to vote for the Charter Amendment proposal? A.        If you do not want the Charter Amendment to be approved, you must abstain, not vote, or vote against the proposal. If the Charter Amendment is approved, and the Extension is implemented, the Withdrawal Amount will be withdrawn from the trust account and paid to the redeeming public stockholders.

 

4