Stellar
Acquisition III Inc.
Condensed Interim Balance Sheets
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February 28,
2017
(unaudited)
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November 30,
2016
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Assets
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Current assets
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Cash
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$
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391,728
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$
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490,888
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Prepaid expenses
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68,465
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32,219
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Total current assets
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460,193
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523,107
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Cash and investments held in the Trust Account
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70,515,850
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70,442,615
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Total assets
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$
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70,976,043
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$
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70,965,722
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Liabilities and Shareholders’ Equity
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Current liabilities
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Accounts payable
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$
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55,000
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$
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24,750
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Accrued liabilities
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17,100
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25,500
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Total current liabilities
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72,100
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50,250
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Non-current liabilities
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Deferred underwriting fees
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1,725,153
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1,725,153
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Total non-current liabilities
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1,725,153
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1,725,153
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Total Liabilities
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1,797,253
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1,775,403
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Common stock subject to possible redemption: 6,292,038 and 6,293,168 shares on February 28, 2017 and November 30, 2016, respectively (at a redemption value of approximately $10.20)
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64,178,788
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64,190,314
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Shareholders’ Equity
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Preferred shares, $0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding
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-
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-
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Common stock, $0.0001 par value, 200,000,000 shares authorized, 2,718,139 and 2,717,009 shares issued and outstanding on February 28, 2017 and November 30, 2016, respectively (excluding 6,292,038 and 6,293,168 shares on February 28, 2017 and November 30, 2016, respectively subject to redemption)
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272
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272
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Additional paid-in capital
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5,101,448
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5,089,922
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Accumulated deficit
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(101,718
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)
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(90,189
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)
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Total shareholders’ equity
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5,000,002
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5,000,005
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Total liabilities and shareholders’ equity
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$
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70,976,043
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$
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70,965,722
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See accompanying notes to unaudited
condensed interim financial statements.
Stellar Acquisition III Inc.
Condensed Interim Statements of Operations (unaudited)
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Three months ended February 28,
2017
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Period from December 8,
2015 (inception) to February 29,
2016
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Revenue
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$
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-
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$
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-
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Operating expenses
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Formation and operating costs
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84,764
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1,081
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Loss from operations
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(84,764
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)
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(1,081
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)
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Other income –Trust Account Investment income
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73,235
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-
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Net loss attributable to common shares
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$
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(11,529
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)
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$
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(1,081
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)
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Weighted average number of common shares outstanding (excluding shares subject to possible redemption)
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2,717,574
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2,300,000
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Basic and diluted net loss per share (excluding shares subject to possible redemption)
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$
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(0.00
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)
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$
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(0.00
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)
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See accompanying notes to unaudited
condensed interim financial statements.
.
Stellar Acquisition III Inc.
Condensed Interim Statements of Cash Flows (unaudited)
Cash Flows from Operating Activities
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Three months ended February 28,
2017
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Period from December 8, 2015 (inception) to February 29,
2016
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Net loss
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$
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(11,529
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)
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$
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(1,081
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)
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Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
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Changes in operating assets and liabilities
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Increase in prepaid expenses
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(36,246
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)
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-
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Increase in accounts payable
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30,250
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-
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Increase in accrued liabilities
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(8,400
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)
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-
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Net cash (used in)/provided by operating activities
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(25,925
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)
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(1,081
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)
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Net cash used in Investing Activities,
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Interest income earned on Trust Account
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(73,235
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)
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-
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Net cash used in investing activities
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(73,235
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)
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-
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Cash Flows from Financing Activities
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Proceeds from sale of Sponsors’ shares of common stock
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-
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25,000
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Deferred offering expenses
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-
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(93,650
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)
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Contributions from related parties (including loans)
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-
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77,985
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Net cash provided by financing activities
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-
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9,335
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Net (decrease)/increase in cash
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(99,160
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)
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8,254
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Cash at beginning of period
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490,888
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-
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Cash at end of period
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$
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391,728
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$
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8,254
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Accrued deferred offering costs
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$
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-
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$
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16,150
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See accompanying notes to unaudited condensed interim financial statements.
Stellar Acquisition III Inc.
Notes to Condensed Interim Financial Statements
(unaudited)
NOTE
1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Organization
and General:
Stellar
Acquisition III Inc. (the “Company”) was incorporated pursuant to the laws of the Republic of the Marshall Islands
on December 8, 2015. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended,
or the “Securities Act,” as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).
At
February 28, 2017, the Company had not commenced any operations. All activity for the period from December 8, 2015 (inception)
through February 28, 2017 relates to the Company’s formation and the initial public offering (“Public Offering”)
described below and since August 24, 2016 a search for a target business with which to complete a Business Combination. The Company
will not generate any operating revenues until after completion of a Business Combination, at the earliest. The Company will generate
non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering.
The Company has selected November 30
th
as its fiscal year end.
Going
Concern Consideration
The
Company has until August 23, 2017 to consummate a Business Combination, however, the Company may extend the period of time to
consummate a Business Combination up to three times, each by an additional three months (for a total of up to 21 months to complete
a Business Combination). The Company's Sponsors or their affiliates or designees have the option, but not the obligation, to extend
the time to consummate a Business Combination. The Sponsors or their affiliates or designees, upon five days advance notice prior
to the applicable deadline, must deposit into the Trust Account $402,536 ($0.058 per unit), up to an aggregate of $1,207,607 ($0.175
per unit), on or prior to the date of the applicable deadline, for each three month extension.
As
of the date of the issuance of these financial statements, the Company's Sponsors intend to utilize these extensions, as and if
necessary, in order to extend the period in which the Company has to complete a Business Combination.
Sponsors
and Public Financing:
The
Company’s sponsors are Astra Maritime Inc. and Dominium Investments Inc., affiliated with the Company’s Chairman and
co-Chief Executive Officer, and Magellan Investments Corp. and Firmus Investments Inc., affiliated with our co-Chief Executive
Officer and Chief Financial Officer. All four companies were incorporated pursuant to the laws of the Republic of the Marshall
Islands (the “Sponsors”). The registration statement (the “Registration Statement’) for the Public Offering
(as described in Note 3) was declared effective by the United States Securities and Exchange Commission (the “SEC”)
on August 18, 2016. The Company intends to finance a Business Combination with the net proceeds from the $69,006,100 raised in
the Public Offering (Note 3) and the $3,985,244 private placement in each case including the partial exercise of the underwriter’s
overallotment option. Upon the closing of the Public Offering and the private placement, $70,386,222 was deposited in a trust
account with Continental Stock Transfer and Trust Company acting as trustee (the “Trust Account”) as discussed below.
Stellar Acquisition III Inc.
Notes to Condensed Interim Financial Statements
(unaudited)
The
Trust Account:
The
Trust Account will be invested only in U.S. government treasury bills with a maturity of one hundred and eighty (180) days or
less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest
only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of
its initial Business Combination or (ii) the distribution of the Trust Account as described below. The remaining proceeds outside
the Trust Account may be used to pay for business, legal and accounting due diligence expenses for prospective acquisition targets
and continuing general and administrative expenses. The proceeds held from the Public Offering were used to invest in U.S. government
treasury bills with a maturity of one hundred and eighty (180) days or less or in money market funds meeting certain conditions
under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations during September
2016. At November 30, 2016, the Trust Account consisted of cash and U.S. Treasury Bills yielding interest of approximately 0.4%
per annum, with a value of $70,442,615. At February 28, 2017, the Trust Account consisted of cash and U.S. Treasury Bills yielding
interest of approximately 0.5% per annum, with a value of $70,515,850.
The
Company’s amended and restated articles of incorporation provides that, other than the withdrawal of interest to pay taxes,
if any, or working capital expenses, none of the funds held in the Trust Account will be released until the earlier of: (i) the
completion of the Business Combination; or (ii) the redemption of 100% of the shares of common stock included in the Units being
sold in the Public Offering if the Company is unable to complete a Business Combination by August 23, 2017 (or by May 23, 2018
if the Company extends the period of time to consummate a Business Combination, in accordance with the terms of the Company’s
charter) (subject to the requirements of law).
Business
Combination:
The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering,
although it initially intends to focus its efforts within the international energy logistics industry. Substantially all of the
net proceeds of the Public Offering and the private placement are intended to be generally applied toward consummating a Business
Combination with (or acquisition of) a Target Business. As used herein, “Target Business” means one or more target
businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred
underwriting commissions and taxes payable on interest earned) at the time of the Company signing a definitive agreement in connection
with the Business Combination. There is no assurance that the Company will be able to successfully effect a Business Combination.
The
Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business
Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless
of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then
on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including
interest but less taxes payable or amounts released to the Company for working capital, or (ii) provide shareholders with the
opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote)
for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business
days prior to commencement of the tender offer, including interest but less taxes payable or amounts released to the Company for
working capital. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow
shareholders to redeem their shares in a tender offer will be made by the Company, solely in its discretion, and will be based
on a variety of factors such as whether the Company is a foreign private issuer, the timing of the transaction and whether the
terms of the transaction would otherwise require the Company to seek stockholder approval unless a vote is required by NASDAQ
rules. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding
shares of common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem its
public shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of the initial
Business Combination. In such case, the Company would not proceed with the redemption of its public shares and the related Business
Combination, and instead may search for an alternate Business Combination.
Stellar Acquisition III Inc.
Notes to Condensed Interim Financial Statements
(unaudited)
If
the Company holds a stockholder vote or there is a tender offer for shares in connection with a Business Combination, a public
stockholder will have the right to redeem its shares for an amount in cash equal to their pro rata share of the aggregate amount
then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including
interest but less taxes payable or amounts released to the Company for working capital purposes. As a result, such shares of common
stock have been recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in
accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 480,
“Distinguishing Liabilities from Equity.” The amount in the Trust Account is initially $10.20 per public common share
($70,386,222 held in the Trust Account divided by 6,900,610 public common shares), subject to increase of up to an additional
$0.175 per unit in the event that the Sponsors elect to extend the period of time to consummate a Business Combination, as described
in more detail below.
The
Company has until August 23, 2017 to consummate a Business Combination. However, if the Company anticipates that it may not be
able to consummate a Business Combination by then, the Company may extend the period of time to consummate a Business Combination
up to three times, each by an additional three months (for a total of up to 21 months, or by May 23, 2018, to complete a Business
Combination). Pursuant to the terms of our amended and restated articles of incorporation and the trust agreement entered into
between us and Continental Stock Transfer & Trust Company on August 18, 2016, and following the partial exercise of the underwriters’
overallotment option on September 28, 2016 in order to extend the time available for us to consummate our initial Business Combination,
our Sponsors or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into
the Trust Account $402,536 (or $0.058 per unit), up to an aggregate of $1,207,607( or $0.175 per unit), on or prior to the date
of the applicable deadline, for each three month extension. Our Sponsors and their affiliates or designees are not obligated to
fund the Trust Account to extend the time for us to complete our initial Business Combination. To the extent that some, but not
all, of our Sponsors, decide to extend the period of time to consummate our initial Business Combinations, such Sponsors (or their
affiliates or designees) may deposit the entire $402,536 amount. In the event that interest in the trust is available for withdrawal
for working capital purposes and has not been used to pay taxes or other working capital expenses, the Company may apply the accrued
interest in the Trust Account or such withdrawn interest to the Sponsors’ obligation to loan the Company money in connection
with an extension, and the amount that the Sponsors would be obligated to loan the Company in connection with such extension would
be reduced by the amount of interest so applied. If the Company does not complete a Business Combination within this period of
time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not
more than ten business days thereafter, redeem the public shares of common stock for a per share pro rata portion of the Trust
Account, including interest, but less taxes payable or amounts released to the Company for working capital (less up to $50,000
of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate
the balance of the Company’s net assets to its remaining shareholders, as part of its plan of dissolution and liquidation.
The initial shareholders have entered into letter agreements with the Company, pursuant to which they have waived their rights
to participate in any redemption with respect to their founder shares; however, if the initial shareholders or any of the Company’s
officers, directors or affiliates acquire shares of common stock in or after the Public Offering, they will be entitled to a pro
rata share of the Trust Account upon the Company’s redemption or liquidation with respect to such shares in the event the
Company does not complete a Business Combination within the required time period.
In
the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution
(including Trust Account assets) will be less than the initial public offering price per Unit in the Public Offering.
Stellar Acquisition III Inc.
Notes to Condensed Interim Financial Statements
(unaudited)
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation:
The
accompanying unaudited interim financial statements are presented in U.S. dollars in conformity with accounting principles generally
accepted in the United States of America (‘‘GAAP’’) for interim information and in accordance with the
instructions to Form 10-Q and Article 8 and Article 10 of Regulation S-X. Accordingly, since they are interim statements, the
accompanying financial statements do not include all of the information and notes required by GAAP for a complete financial statement
presentation. In the opinion of management, the interim financial statements reflect all adjustments (consisting of normal, recurring
adjustments) that are necessary for a fair presentation of the financial position, results of operations and cash flows for the
interim periods presented. Interim results are not necessarily indicative of results for a full year and pursuant to the rules
and regulations of the SEC.
Emerging
Growth Company:
Section
102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective
or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial
accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with
the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has
elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different
application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard
at the time private companies adopt the new or revised standard.
Net
Loss per Ordinary Share
Net
loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of shares
of common stock outstanding, ineligible for redemption, during the period, plus to the extent dilutive the incremental number
of shares of common stock to settle warrants, as calculated using the treasury stock method. At February 28, 2017, the Company
had outstanding warrants to purchase 14,871,098 shares of common stock. For all periods presented, these shares were excluded
from the calculation of diluted loss per share of common stock because their inclusion would have been antidilutive. As a result,
diluted loss per common share is the same as basic loss per common share for the period.
Concentration
of Credit Risk:
Financial
instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution
in Cyprus, which has no deposit insurance. The Company has not experienced losses on these accounts and management believes the
Company is not exposed to significant risks on such accounts.
Fair
Value of Financial Instruments:
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair
Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet.
Use
of Estimates:
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from
those estimates.
Stellar Acquisition III Inc.
Notes to Condensed Interim Financial Statements
(unaudited)
Offering
Costs:
The
Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A — “Expenses
of Offering”. Offering costs of approximately $5,578,000 consisting principally of underwriter discounts of approximately
$4,948,000 (including approximately $1,725,000 of which payment is deferred, approximately $1,061,640 from the issuance of stock
and approximately $781,000 from the issuance of the unit purchase option) and approximately $631,000 of professional, printing,
filing, regulatory and other costs have been charged to additional paid in capital upon completion of the Public Offering.
Cash
and securities held in Trust Account:
At
February 28, 2017 and November 30, 2016, the assets held in the Trust Account were comprised of cash and U.S. Treasury Bills.
Income
Taxes:
There
is, at present, no direct taxation in the Marshall Islands and interest, dividends, and gains payable to the Company are received
free of all Marshall Islands taxes. The Company is registered as an “exempted company” pursuant to the Marshall Islands
Business Corporations Act (as amended). As the Company proceeds with making investments in various jurisdictions, tax considerations
outside the Marshall Islands may arise. Although the Company intends to pursue tax-efficient investments, it may be subject to
income tax, withholding tax, capital gains tax, and other taxes imposed by tax authorities in other jurisdictions. For U.S. tax
purposes, the Company expects to be treated as a passive foreign investment company by its U.S. shareholders. The Company does
not expect to be subject to direct taxation based on net income in the U.S. as long as it maintains its non-U.S. trade or business
status. The Company does not expect to invest in any U.S. obligation that will be subject to U.S. withholding taxes.
The
Company follows the provisions of ASC 740-10 which prescribes a recognition threshold and measurement attribute for how a company
should recognize, measure, present and disclose in its financial statements uncertain tax positions that the Company has taken
or expects to take on its tax return. ASC 740-10 requires that the financial statements reflect expected future tax consequences
of such positions presuming the taxing authorities’ full knowledge of the position and all relevant facts, but without considering
time values. As of February 28, 2017, the Company has not commenced operations and thus has no uncertain tax positions.
Redeemable
Common Stock:
As
discussed in Note 3, all common shares sold as part of a Unit in the Public Offering contain a redemption feature which allows
for the redemption of common shares under the Company’s Liquidation or Tender offer/stockholder/approval provisions. In
accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified
outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of an entity’s
equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption
threshold, its charter provides that in no event will it redeem its Public Shares in an amount that would cause its net tangible
assets (shareholders’ equity) to be less than $5,000,001.
The
Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to
equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common
stock shall be affected by charges against additional paid-in capital.
Accordingly,
at February 28, 2017 and November 30, 2016, 6,292,038 and 6,293,168, respectively of the 6,900,410 Public Shares were classified
outside of permanent equity at their redemption value.
Stellar Acquisition III Inc.
Notes to Condensed Interim Financial Statements
(unaudited)
Recent
Accounting Pronouncements:
Management
does not believe there are any recently issued, but not yet effective, accounting pronouncements, that if currently adopted, would
have a material effect on the Company’s financial statements.
NOTE
3 — PUBLIC OFFERING
On
August 24, 2016, the Company closed the Public Offering for the sale of 6,500,000 units at a price of $10.00 per unit (the “Units”).
Each Unit consists of one share of the Company’s common stock, $0.0001 par value (the “Public Shares”) and one
redeemable common stock purchase warrant (the “Warrants”). Under the terms of a warrant agreement, the Company has
agreed to use its best efforts to file a new registration statement under the Securities Act to register the shares of common
stock underlying the Warrants, following the completion of the Business Combination. Each Warrant entitles the holder to purchase
one share of common stock at a price of $11.50. No fractional shares will be issued upon exercise of the Warrants. If, upon exercise
of the Warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to
the nearest whole number the number of shares of common stock to be issued to the Warrant holder. Each Warrant will become exercisable
on the later of 30 days after the completion of the Business Combination or 12 months from the closing of the Public Offering
and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. However,
if the Company does not complete its initial Business Combination on or prior to the applicable time period to complete the Business
Combination, the Warrants will expire at the end of such period. If the Company is unable to deliver registered shares of common
stock to the holder upon exercise of Warrants issued in connection with the Company’s public Units during the exercise period,
there will be no net cash settlement of these Warrants and the Warrants will expire worthless, unless they may be exercised on
a cashless basis in the circumstances described in the warrant agreement. Once the Warrants become exercisable, the Company may
redeem the outstanding Warrants in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior
written notice of redemption, only in the event that the last sale price of the Company’s shares of common stock equals
or exceeds $21.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the
Company sends the notice of redemption to the Warrant holders.
The
Company granted the underwriters an overallotment option to purchase an additional 975,000 Units at $10.00 for 45 days following
the closing of the Public Offering. Following the partial exercise of the underwriters’ overallotment option on September
28, 2016, the Company sold an additional 400,610 Units at a price of $10.00 per unit generating additional gross proceeds of $4,006,100.
The Company paid an underwriting fee of $1,300,000, equal to a 2.00% underwriting discount on the per Unit offering price to the
underwriters, based on a sale of 6,500,000 Units, at the closing of the Public Offering and $80,122 based on a sale of 400,610
Units, following the partial exercise of the underwriters’ overallotment option on September 28, 2016. The Company will
pay an additional fee (the “Deferred Discount”) of 2.5% of the gross offering proceeds payable to underwriters, reduced
pro rata for any share redemptions, upon the Company’s completion of a Business Combination. The Deferred Discount will
become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial
Business Combination.
Stellar Acquisition III Inc.
Notes to Condensed Interim Financial Statements
(unaudited)
NOTE
4 — RELATED PARTY TRANSACTIONS
Founder
Shares
The
Company’s initial shareholders currently own 2,003,403 shares of common stock, following the partial exercise of the underwriters’
overallotment option on September 28, 2016. In January 2016, 2,300,000 shares were initially purchased by Messrs. Tsirigakis and
Syllantavos for an aggregate of $25,000, up to 300,000 of which were subject to forfeiture. In January 2016, Messrs. Tsirigakis
and Syllantavos collectively transferred an aggregate of 2,099,900 shares to the Sponsors and an aggregate of 34,500 shares to
the Company’s director nominees. In addition, in January 2016, Messrs. Tsirigakis and Syllantavos collectively transferred
an aggregate of 165,600 shares to the Company’s other initial shareholders. In August 2016, the Sponsors returned to the
Company, at no cost, an aggregate of 129,839 founder shares, which the Company cancelled, leaving an aggregate of 2,170,161 founder
shares outstanding. Following the partial exercise of the underwriters’ overallotment option on September 28, 2016, the
Sponsors returned to the Company, at no cost, an aggregate of 166,758 founder shares, which the Company cancelled, leaving an
aggregate of 2,003,403 founder shares outstanding. The founder shares are identical to the common stock included in the Units
sold in the Public Offering except that the founder shares are subject to certain transfer restrictions, as described in more
detail below. Our initial shareholders currently own 22.2% of the Company’s issued and outstanding shares of common stock.
The
Company’s initial shareholders have agreed not to transfer, assign or sell any of their founder shares until the earlier
of (A) one year after the completion of the Business Combination, or earlier if, subsequent to the Business Combination, the last
sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least
150 days after the Business Combination or (B) the date on which the Company completes a liquidation, merger, stock exchange or
other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having
the right to exchange their shares of common stock for cash, securities or other property.
Private
Placement Warrants
Upon
the closing of the Public Offering on August 24, 2016, the Sponsors paid the Company $3,825,000 in a private placement for the
purchase of an aggregate of 7,650,000 Warrants at a price of $0.50 per Warrant (the “Private Placement Warrants”).
Following the partial exercise of the underwriters’ overallotment option on September 28, 2016, the Sponsors purchased 320,488
additional Private Placement Warrants for an aggregate price of $160,244. Each Private Placement Warrant entitles the holder to
purchase one share of common stock at $11.50 per share. The proceeds from the sale of the Private Placement Warrants have been
added to the proceeds from the Public Offering held in the Trust Account pending completion of the Business Combination. The Private
Placement Warrants (including the common stock issuable upon exercise of the Private Placement Warrants) will not be transferable,
assignable or salable until 30 days after the completion of the initial Business Combination and they will be non-redeemable so
long as they are held by the Sponsors or their permitted transferees. If the Private Placement Warrants are held by someone other
than the Sponsors or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable
by such holders on the same basis as the Warrants included in the Units being sold in the Public Offering. Otherwise, the Private
Placement Warrants have terms and provisions that are identical to those of the Warrants sold as part of the Units in the Public
Offering and have no net cash settlement provisions.
If
the Company does not complete a Business Combination, then the proceeds will be part of the liquidating distribution to the public
shareholders and the Warrants issued to the Sponsors will expire worthless.
Registration
Rights
The
Company’s initial shareholders and holders of the Private Placement Warrants are entitled to registration rights pursuant
to a registration rights agreement executed on August 18, 2016. The Company’s initial shareholders and holders of the Private
Placement Warrants are entitled to make up to three demands, excluding short form registration demands, that the Company register
such securities for sale under the Securities Act. In addition, these holders have “piggy-back” registration rights
to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred
in connection with the filing of any such registration statements. There are no penalties associated with delays in registering
the securities under the registration rights agreement.
Stellar Acquisition III Inc.
Notes to Condensed Interim Financial Statements
(unaudited)
Related
Party Loans
As
of January 15, 2016, three of the Company’s Sponsors, Firmus Investments Inc., Astra Maritime, Inc. and Magellan Investments
Corp., have agreed to loan the Company an aggregate of $250,000 against the issuance of an unsecured promissory note (the “Note”)
to cover expenses related to the Public Offering. Between January and August 2016, the Company borrowed approximately $207,985
under this loan from the three Sponsors. These loans were non-interest bearing and were paid in full on August 24, 2016. Additionally,
between January and August 2016, Nautilus Energy Management Corp., an affiliate of our co-Chief Executive Officers paid for certain
expenses related to the Company’s roadshow and offering amounting to $42,550. Nautilus Energy Management Corp. was reimbursed
for these expenses in full on August 24, 2016. As of February 28, 2017, there were no outstanding amounts or loans to related
parties.
Administrative
Service Agreement and Services Agreement
The
Company has agreed to pay $10,000 a month for office space, administrative services and secretarial support to Nautilus Energy
Management Corp., an affiliate of our co-Chief Executive Officers. Services commenced on the date the securities were first listed
on the NASDAQ Capital Market on August 19, 2016 and will terminate upon the earlier of the consummation by the Company of an initial
Business Combination or the liquidation of the Company. For the period from December 5, 2015 (inception) through February 28,
2017, the Company paid $64,194 under this agreement, $30,000 of which was for the three months ended February 28, 2017.
NOTE
5 — COMMITMENTS AND CONTINGENCIES
The
Company paid an underwriting fee of $1,300,000, equal to a 2.00% underwriting discount on the per Unit offering price to the underwriters,
based on a sale of 6,500,000 Units, at the closing of the Public Offering, Following the partial exercise of the underwriters’
overallotment option on September 28, 2016, the Company paid an additional underwriting fee of $80,122. The Company will pay an
additional fee (the “Deferred Discount”) of 2.5% of the gross offering proceeds payable to underwriters, reduced pro
rata for any share redemptions, upon the Company’s completion of a Business Combination. The Deferred Discount will become
payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business
Combination.
The
Company sold to the underwriters for $100, an option to purchase up to a total of 130,000 units, exercisable at $11.50 per unit
(or an aggregate exercise price of $1,495,000) upon the closing of the Public Offering. The purchase option may be exercised for
cash or on a cashless basis, at the holder’s option, at any time during the period commencing on the later of the first
anniversary of the effective date of the Registration Statement and the closing of our initial Business Combination and terminating
on the fifth anniversary of such effectiveness date. The units issuable upon exercise of this option are identical to those offered
in the Public Offering. The Company accounted for the fair value of the unit purchase option, net of the receipt of the $100 cash
payment, as an expense of the Public Offering resulting in a charge directly to shareholders’ equity. The Company estimates
the fair value of this unit purchase option is $6.01 per unit (for a total fair value of approximately $781,000) using a Black-Scholes
option-pricing model. The fair value of the unit purchase option granted to the underwriter is estimated as of the date of grant
using the following assumptions: (1) expected volatility of 37.8% (2) risk-free interest rate of 1.83% and (3) expected life of
5 years. Because the Company’s units do not have a trading history, the volatility assumption is based on information currently
available to management. The volatility assumption was calculated using the average volatility of stock prices of a selection
of companies within the energy logistics space, which are representative of the sectors on which the company intends to focus
for the initial business transaction, including: Arc Logistics Partners LP, Ardmore Shipping Corporation, Blueknight Energy Partners,
L.P., Buckeye Partners, L.P., Cheniere Energy, Inc., DHT Holdings, Inc., Dorian LPG Ltd., EnLink Midstream, LLC, GasLog Ltd.,
Genesis Energy LP, Golar LNG Ltd., Kinder Morgan, Inc., Magellan Midstream Partners LP, Navigator Holdings Ltd., Nordic American
Tankers Limited, NuStar GP Holdings, LLC, ONEOK Inc., PBF Logistics LP, Scorpio Tankers Inc., StealthGas, Inc., Teekay Tankers
Ltd., Tsakos Energy Navigation Limited. The Company believes that the volatility estimate is a reasonable benchmark to use in
estimating the expected volatility of the units. Although an expected life of five years was used in the calculation, if the Company
does not consummate a Business Combination within the prescribed time period and it liquidates, the option will become worthless.
The unit purchase option may be exercised for cash or on a “cashless” basis, at the holder’s option, such that
the holder may use the appreciated value of the unit purchase option (the difference between the exercise prices of the unit purchase
option and the underlying Warrants and the market price of the Units and underlying ordinary shares) to exercise the unit purchase
option without the payment of cash.
Stellar Acquisition III Inc.
Notes to Condensed Interim Financial Statements
(unaudited)
The
Company issued the underwriters, as additional compensation for the Public Offering, 100,000 shares at the close of the Public
Offering. Following the partial exercise of the underwriters’ overallotment option on September 28, 2016, the Company issued
the underwriters, as additional compensation for the Public Offering, another 6,164 shares. The Company accounted for the fair
value of these shares, as an expense of the Public Offering resulting in a charge directly to shareholders’ equity. The
shares were issued at an estimated fair value of $1,061,640.
NOTE
6 — TRUST ACCOUNT AND FAIR VALUE MEASUREMENTS
As
of November 30, 2016, investment securities in the Company Trust Account consisted of $70,436,078 in United States Treasury Bills
and another $939 held as cash and cash equivalents. As of February 28, 2017, investment securities in the Company Trust Account
consisted of $70,514,490 in United States Treasury Bills and another $1,359 held as cash and cash equivalents. The Company classifies
its Treasury Instruments and equivalent securities as held-to-maturity in accordance with FASB ASC 320 "Investments - Debt
and Equity Securities". Held-to-maturity securities are those securities which the Company has the ability and intent to
hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying February 28, 2017
and November 30, 2016 balance sheet and adjusted for amortization or accretion of premiums or discounts. The following table presents
information about the Company's assets that are measured at fair value on a recurring basis as of February 28, 2017 and November
30, 2016 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.
In addition, the table presents the carrying value under ASC 320, excluding accrued interest income and gross unrealized holding
gain. Since all of the Company's permitted investments consist of U.S. government treasury bills and cash, fair values of its
investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets as follows:
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|
Carrying Value
|
|
|
Gross Unrealized Holding Gains/(Losses)
|
|
|
Quoted prices in Active Markets (Level 1)
|
|
U.S. Government Treasury Securities as of February 28, 2017 (maturing on March 9, 2017)
|
|
$
|
70,514,490
|
|
|
$
|
3,522
|
|
|
$
|
70,518,012
|
|
U.S. Government Treasury Securities as of November 30, 2016 (maturing on February 9, 2017)
|
|
$
|
70,441,927
|
|
|
$
|
(5,849
|
)
|
|
$
|
70,436,078
|
|
NOTE
7 — STOCKHOLDERS’ EQUITY
Common
Stock
The
authorized common stock of the Company includes up to 200,000,000 shares. Holders of the Company’s common stock are entitled
to one vote for each share of common stock. At February 28, 2017, and November 30, 2016, there were 9,010,177 shares of common
stock issued and outstanding, including 6,292,038 and 6,293,168 shares subject to redemption, respectively.
Preferred
Stock
The
Company is authorized to issue 10,000,000 shares of preferred stock with such designations, voting and other rights and preferences
as may be determined from time to time by the Board of Directors. At February 28, 2017 and November 30, 2016, there were no shares
of preferred stock issued and outstanding.
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References
to the “Company,” “us” or “we” refer to Stellar Acquisition III Inc. The following discussion
and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial
statements and the notes thereto contained elsewhere in this report.
Special
Note Regarding Forward-Looking Statements
All
statements other than statements of historical fact included in this Form 10-Q including, without limitation, statements under
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s
financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements.
When used in this Form 10-Q, words such as “anticipate,” “believe,” “estimate,” “expect,”
“intend” and similar expressions, as they relate to us or the Company’s management, identify forward-looking
statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information
currently available to, the Company’s management. Actual results could differ materially from those contemplated by the
forward-looking statements as a result of certain factors detailed in our filings with the SEC.
Overview
We
are a blank check company incorporated pursuant to the laws of the Republic of the Marshall Islands on December 8, 2015 for the
purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination
with one or more businesses. We intend to effectuate our Business Combination using cash from the proceeds of a public offering
(the “Public Offering”) and a sale of Warrants in a private placement that occurred simultaneously with the completion
of the Public Offering (the “Private Placement Warrants”), our capital stock, debt or a combination of cash, stock
and debt.
The
issuance of additional shares of our stock in a Business Combination:
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●
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may significantly
dilute the equity interest of our stockholders;
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may subordinate the
rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock;
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●
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could cause a change
of control if a substantial number of shares of our common stock are issued, which may affect, among other things, our ability
to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers
and directors;
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●
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may have the effect
of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to
obtain control of us; and
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●
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may decrease prevailing
market prices for our common stock and/or Warrants.
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Similarly,
if we issue debt securities, it could result in:
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●
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a decrease in the
prevailing market prices for our common stock and/or Warrants.
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●
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default and foreclosure
on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations;
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●
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acceleration of our
obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants
that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
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●
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our immediate payment
of all principal and accrued interest, if any, if the debt security is payable on demand;
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our inability to obtain
necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while
the debt security is outstanding;
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●
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our inability to pay
dividends on our common stock;
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●
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using a substantial
portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on
our common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;
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●
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limitations on our
flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
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●
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increased vulnerability
to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;
and
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●
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limitations on our
ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution
of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.
|
As
indicated in the accompanying financial statements, at February 28, 2017, the Trust Account consisted of cash and US treasury
bills yielding interest of approximately 0.5% per annum, with a total value of $70,515,850. We expect to incur significant costs
in the pursuit of our acquisition plans. We cannot assure you that our plans to complete our initial Business Combination will
be successful.
Results
of Operations
For
the period from December 8, 2015 (inception) through February 28, 2017, our activities consisted of formation and preparation
for the Public Offering and subsequent to the Public Offering, and efforts directed toward locating and completing a suitable
Business Combination. Our operating costs for those periods include our search for a Business Combination and are largely associated
with our governance and public reporting, and charges of $10,000 per month payable to an affiliate of our Sponsor for administrative
services.
Liquidity
and Capital Resources
In
August 2016, we consummated the Public Offering of an aggregate of 6,500,000 units at a price of $10.00 per unit generating gross
proceeds of approximately $65,000,000 before underwriting discounts and expenses. Simultaneously with the consummation of the
Public Offering, we consummated the private placement of 7,650,000 Private Placement Warrants, each exercisable to purchase one
share of our common stock at $11.50 per share, to the Sponsor, at a price of $0.50 per Private Placement Warrant, generating gross
proceeds, before expenses, of approximately $ 3,825,000. We received net proceeds from the Public Offering and the sale of the
Private Placement Warrants of approximately $66,906,000, net of the non-deferred portion of the underwriting commissions of $1,300,000
and offering costs and other expenses of approximately $619,000. Following the partial exercise of the underwriters’ overallotment
option on September 28, 2016, the Company sold an additional 400,610 units at a price of $10.00 per unit generating gross proceeds
of approximately $4,006,100 before underwriting discounts and expenses. Simultaneously, the Sponsor purchased an additional 320,488
Private Placement Warrants at a price of $0.50 per Private Placement Warrant, generating gross proceeds, of approximately $160,244.
The non-deferred portion of the underwriting commissions paid by the Company amounted to $80,122, while the Company incurred additional
expenses related to the partial exercise of the overallotment option of $11,709. Of the aforementioned proceeds $70,386,222 was
deposited in the Trust Account and is not available to us for operations (except amounts designated for working capital and amounts
to pay taxes and working capital). At February 28, 2017, we had approximately $392,000 of cash available outside of the Trust
Account to fund our activities to search for a Business Combination.
Until
the consummation of the Public Offering, the Company’s only sources of liquidity were an initial purchase of shares of our
common stock (“Founder Shares”) for $25,000 by Messrs. Tsirigakis and Syllantavos, and a total of approximately $208,000
loaned by three of the Company’s Sponsors, Firmus Investments Inc., Astra Maritime, Inc. and Magellan Investments Corp.
against the issuance of an unsecured promissory note (the “Note”). These loans were non-interest bearing and were
paid in full on August 24, 2016 in connection with the closing of the Public Offering.
We
expect that the Company has sufficient resources subsequent to the Public Offering to fund its operations for at least the next
twelve months.
Off-balance
sheet financing arrangements
We
have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in
transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest
entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.
We
have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt
or commitments of other entities, or entered into any non-financial assets.
Contractual
obligations
At
February 28, 2017, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.
The Company has agreed to pay $10,000 a month for office space, administrative services and secretarial support to Nautilus Energy
Management Corp., an affiliate of our co-Chief Executive Officers. Services commenced on the date the securities were first listed
on the NASDAQ Capital Market on August 19, 2016 and will terminate upon the earlier of the consummation by the Company of an initial
Business Combination or the liquidation of the Company.
Critical
Accounting Policies
The
preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the
United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income
and expenses during the periods reported. Actual results could materially differ from those estimates. The Company has identified
the following as its critical accounting policies:
Emerging
Growth Company
Section
102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective
or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial
accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with
the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has
elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different
application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard
at the time private companies adopt the new or revised standard.
Loss
Per Common Share
Net
loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of shares
of common stock outstanding during the period, plus to the extent dilutive the incremental number of shares of common stock to
settle Warrants, as calculated using the treasury stock method. At February 28, 2017, the Company had outstanding Warrants to
purchase 14,871,098 shares of common stock. For all periods presented, these shares were excluded from the calculation of diluted
loss per share of common stock because their inclusion would have been anti-dilutive. As a result, diluted loss per common share
is the same as basic loss per common share for the period.
Financial
Instruments
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair
Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets.
Offering
Costs
The
Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A—“Expenses
of Offering”. Offering costs of approximately $3,736,000 consist of underwriters’ discounts of approximately $3,105,000
(including approximately $1,725,000 of which payment is deferred) and approximately $631,000 of professional, printing, filing,
regulatory and other costs associated with the Public Offering were charged to additional paid in capital upon completion of the
Public Offering in August 2016.
Income
Taxes
There
is, at present, no direct taxation in the Marshall Islands and interest, dividends, and gains payable to the Company are received
free of all Marshall Islands taxes. The Company is registered as an “exempted company” pursuant to the Marshall Islands
Business Corporations Act (as amended). As the Company proceeds with making investments in various jurisdictions, tax considerations
outside the Marshall Islands may arise. Although the Company intends to pursue tax-efficient investments, it may be subject to
income tax, withholding tax, capital gains tax, and other taxes imposed by tax authorities in other jurisdictions. For U.S. tax
purposes, the Company expects to be treated as a passive foreign investment company by its U.S. shareholders. The Company does
not expect to be subject to direct taxation based on net income in the U.S. as long as it maintains its non-U.S. trade or business
status. The Company does not expect to invest in any U.S. obligation that will be subject to U.S. withholding taxes.
The
Company follows the provisions of ASC 740-10 which prescribes a recognition threshold and measurement attribute for how a company
should recognize, measure, present and disclose in its financial statements uncertain tax positions that the Company has taken
or expects to take on its tax return. ASC 740-10 requires that the financial statements reflect expected future tax consequences
of such positions presuming the taxing authorities’ full knowledge of the position and all relevant facts, but without considering
time values. As of February 28, 2017, the Company has not commenced operations and thus has no uncertain tax positions.
Redeemable
common stock
All
of the 6,900,610 shares of common stock sold as part of the Units in the Public Offering contain a redemption feature which allows
for the redemption of such common stock under the Company’s liquidation or tender offer/stockholder approval provisions.
In accordance with ASC 480, redemption provisions not solely within the control of the Company require the security to be classified
outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s
equity instruments, are excluded from the provisions of ASC 480. Although the Company does not specify a maximum redemption threshold,
its amended and restated certificate of incorporation provides that in no event will the Company redeem its Public Shares in an
amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001.
The
Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the security to equal
the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock
are affected by charges against additional paid-in capital.
At
February 28, 2017, 6,292,038 of the 6,900,610 Public Shares were classified outside of permanent equity at redemption value of
$10.20 per share.
Recent
Accounting Pronouncements
Management
does not believe that there are any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would
have a material effect on the Company’s financial statements.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The
net proceeds of our initial public offering and the sale of the private placement warrants held in the trust account are invested
in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under
Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Due to the short-term
nature of these investments, we believe there will be no associated material exposure to interest rate risk.
ITEM 4.
CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Under
the supervision and with the participation of our management, including our co-Chief Executive Officers (together, the “Certifying
Officers”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and
procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers
concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Report.
Disclosure
controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our
reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified
in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated
and communicated to management, including our Certifying Officers, or persons performing similar functions, as appropriate, to
allow timely decisions regarding required disclosure.
Management’s
Report on Internal Controls Over Financial Reporting
This
Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation
report of our registered public accounting firm due to a transition period established by the rules of the Commission for newly
public companies.
Changes
in Internal Control over Financial Reporting
There
were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of
the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
PART
II — OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
None.
ITEM
1A. RISK FACTORS
As
of the date of this Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K
for the year ended November 30, 2016 filed with the SEC on February 14, 2017. Any of these factors could result in a significant
or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to
us or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such
factors or disclose additional factors from time to time in our future filings with the SEC.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM
4. MINE SAFETY DISCLOSURES
None.
ITEM
5. OTHER INFORMATION
None.
ITEM
6. EXHIBITS
Exhibit
Number
|
|
Description
|
|
|
|
31.1
|
|
Certification
of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange
Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
|
31.2
|
|
Certification
of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange
Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
|
32.1*
|
|
Certification
of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes Oxley Act of 2002.
|
101.INS
|
|
XBRL
Instance Document
|
101.SCH
|
|
XBRL
Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL
Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL
Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL
Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL
Taxonomy Extension Presentation Linkbase Document
|
*
Furnished herewith