Stellar Acquisition III Inc. Announces Increase in Monthly Contribution Amount to Trust Account Post-Extension Approval and S...
2018年5月15日 - 4:20AM
Stellar Acquisition III Inc. (NASDAQ:STLR) (the “Company” or
“Stellar”) today announced that with respect to its special meeting
of stockholders to be held on May 22, 2018, the Company is
shortening the extended date by which the Company has to complete
its initial business combination from November 26, 2018 to August
24, 2018 (the “Extension”). In addition, the Company
announced that it has been advised by Astra Maritime Corp.,
Dominium Investments Inc., Magellan Investments Corp. and Firmus
Investments Inc. (collectively, the “Sponsor”), that the Sponsor
has agreed to increase the amount being loaned to Stellar from
$0.02 to $0.035 per month for each public share that is not
redeemed by its shareholders (the “Contribution”) in connection
with the special meeting. Upon receipt of the Contribution, the
Company will deposit such funds into its trust account, which will
increase the pro rata portion of the funds available in the trust
account in the event of the consummation of the Company’s initial
business combination or liquidation from approximately $10.38 per
share to up to approximately $10.48 per share. The Contribution is
conditioned upon the implementation of the Extension.
Additional information relating to the
Contribution, the Extension and related matters can be found in the
definitive proxy statement filed by Stellar with the U.S.
Securities and Exchange Commission (the “SEC”) on May 4, 2018 and
the supplement to the definitive proxy statement filed by Stellar
with the SEC on May 11, 2018.
About Stellar
Stellar is a blank check company, also commonly
referred to as a Special Purpose Acquisition Company, or SPAC,
formed for the purpose of effecting a merger, asset acquisition or
other business combination with one or more businesses or entities.
Stellar’s units, shares of common stock and warrants are currently
listed on the Nasdaq Capital Market under the symbols “STLRU,”
“STLR” and “STLRW," respectively. On February 28, 2018, Stellar
announced it had entered into definitive agreements to combine with
Phunware and enter the mobile cloud software and blockchain sectors
(the “Merger Agreement”). Phunware’s investor base includes several
prominent strategic investors/partners and has a large and
diversified customer base including numerous Fortune 5000
companies. For further information about the Merger Agreement,
please refer to Stellar’s SEC
filings.
Additional Information
Stellar has filed with the SEC a definitive
proxy statement in connection with the Extension and other matters
and, beginning on May 4, 2018, mailed the definitive proxy
statement and other relevant documents to Stellar’s shareholders as
of the April 30, 2018 record date for the special
meeting. Stellar’s shareholders and other interested persons
are advised to read the definitive proxy statement and any other
relevant documents (including the supplement to the definitive
proxy statement, dated May 11, 2018) that have been or will be
filed with the SEC in connection with Stellar’s solicitation of
proxies for the special meeting because these documents will
contain important information about Stellar, the Contribution, the
Extension and related matters. Stockholders may also obtain a free
copy of the definitive proxy statement, as well as other relevant
documents that have been or will be filed with the SEC (including
the supplement to the definitive proxy statement, dated May 11,
2018), without charge, at the SEC’s website located
at www.sec.gov or by directing a request to Advantage
Proxy at (877) 870-8565 (toll free) or by email at
ksmith@advantageproxy.com.
Participants in the
Solicitation
Stellar and its directors and executive officers
and other persons may be deemed to be participants in the
solicitation of proxies from Stellar’s shareholders in respect of
the Extension. Information regarding Stellar’s directors and
executive officers is available in its annual report on Form 10-K
filed with the SEC. Additional information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests are contained in the registration
statement relating to the Merger Agreement.
No Offer or Solicitation
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. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Cautionary Note Regarding
Forward-Looking Statements
Some of the statements in this release and in
presentations by Stellar’s management relating to the matters
described herein are or may constitute “forward-looking
statements.” Words such as “believe,” “expect,” “anticipate,”
“project,” “target,” “optimistic,” “intend,” “aim,” “will”, “may”
and variations and similar words and expressions are intended to
identify such forward-looking statements, but the absence of these
words does not mean that a statement is not forward-looking.
Forward-looking statements relating to the proposed transaction
with Phunware and the SEC registration statement and proxy voting
process (as well as the combined company's post-closing activities)
include, but are not limited to: (i) statements about the benefits
of the transaction involving Stellar and Phunware, including future
financial and operating results; (ii) Stellar’s and Phunware’s
plans, objectives, expectations and intentions (including with
respect to the future Token Generation Event (“TGE”) and the use of
proceeds from Stellar’s trust account); (iii) the expected timing
of completion of the Extension, the transaction and the SEC
registration statement and proxy voting process; and (iv) other
statements relating to the Extension, the transaction, the SEC
registration statement and proxy voting process and the combined
company’s post-closing activities that are not historical facts.
Forward-looking statements involve estimates, expectations and
projections and, as a result, are subject to risks and
uncertainties. Actual results could differ materially if not
substantially from those described in the forward-looking
statements.
Important risks and other factors could cause
actual results to differ materially from those indicated by such
forward-looking statements. Such risks and uncertainties include
the risks associated with Stellar’s proxy voting process, including
uncertainty regarding the number of Stellar shareholders who may
request redemption. With respect to the transaction, the SEC
registration statement and proxy voting process and the combined
company’s post-closing activities, such risks and uncertainties
include, among many others: (i) the risks associated with Stellar’s
SEC registration statement and proxy voting process, including
uncertainty regarding the number of Stellar shareholders who may
request redemption and whether Phunware shareholders will approve
the transaction; (ii) the risk that the benefits to Stellar and its
shareholders anticipated from transaction may not be fully realized
or may take longer to realize than expected; (iii) the risk that
any projections, including earnings, revenues, expenses, synergies,
margins or any other financial items are not realized, (iv) the
risks associated with concentration of Phunware’s business with
certain customers; (v) the potential for reductions in industry
profit margins due to, among other factors, declining service
revenues; (vi) the inability of the post-closing combined company
to expand and diversify the business of Phunware; (vii) changing
interpretations of generally accepted accounting principles in the
U.S.; (viii) the combined company’s continued compliance with
government regulations; changing legislation and regulatory
environments; (ix) the ability of the post-closing company to meet
Nasdaq’s continued listing standards; (x) the potential for lower
return on investment by Phunware’s expected TGE; (xi) the inability
of Phunware to manage growth; (xii) requirements or changes
affecting the MaaS/SaaS industry; (xiii) the general volatility of
market prices of Stellar’s securities and general economic
conditions; (xiv) the combined company’s ability to implement new
strategies and react to changing market conditions; (xv) risks
associated with operating hazards; (xvi) risks associated with
competition; (xvii) risks associated with the loss of key
personnel; (xviii) unexpected costs, liabilities or delays in the
proposed transaction; (xix) the outcome of any legal proceedings
related to the transaction; (xx) the occurrence of any event,
change or other circumstances that could give rise to the
termination of the Merger Agreement or (xxi) any of the factors in
detailed in the “Risk Factors” section of Stellar’s filings with
the SEC.
The foregoing listing of risks is not
exhaustive. These risks, as well as other risks associated with the
Extension, the transaction, are more fully discussed in Stellar’s
registration statement filed with the SEC in connection with the
transaction. Additional risks and uncertainties are identified and
discussed in Stellar’s reports filed or to be filed with the SEC
and available at the SEC's website at http://www.sec.gov.
Forward-looking statements included in this press release speak
only as of the date of this press release. Stellar undertakes and
assumes no obligation, and does not intend, to update Stellar’s
forward-looking statements, except as required by law.
Source: Stellar Acquisition III Inc.
Company
Contact:George Syllantavosco-CEO & CFOStellar
Acquisition III Inc.90 Kifissias Avenue,Maroussi 15123, Athens,
Greece Email: gs@stellaracquisition.com Website:
www.stellaracquisition.com |
Investor
Relations / Media Contact: Daniela GuerreroCapital Link,
Inc. 230 Park Avenue, Suite 1536 New York, N.Y. 10169 Tel.: (212)
661-7566 Fax: (212) 661-7526 E-Mail:
stellaracquisition@capitallink.com |
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