Stellar Acquisition III Inc. Announces Record and Meeting Dates for Special Meeting Relating to Extension
25 April 2018 - 7:50PM
Stellar Acquisition III Inc. (Nasdaq:STLR) (“Stellar”), a special
purpose acquisition company, today announced that it has set a
record date of April 30, 2018 (the “Record Date”) and a meeting
date of May 22, 2018 for the special meeting (the “Special
Meeting”) relating to certain proposed amendments to Stellar’s
second amended and restated articles of incorporation and the trust
agreement that was entered into in connection with Stellar’s
initial public offering (collectively, the “Amendments”), as
described in Stellar’s preliminary proxy statement relating to the
Special Meeting, filed with the Securities and Exchange Commission
(the “SEC”) on April 17, 2018 (the “Preliminary Proxy Statement”).
The purpose of the Amendments, as further described in the
Preliminary Proxy Statement, is to allow Stellar more time to
complete its initial business combination with Phunware, Inc.
(“Phunware”) pursuant to an agreement and plan of merger dated as
of February 27, 2018 (the “Merger Agreement”) among Stellar,
Phunware and certain other parties.
The Record Date determines the holders of
Stellar’s common stock entitled to notice of, and to vote at, the
Special Meeting or any postponement or adjournment thereof, whereby
shareholders will be asked to approve the Amendments, and such
other proposals as will be disclosed in Stellar’s definitive proxy
statement relating to the Special Meeting (the “Definitive Proxy
Statement”). The Definitive Proxy Statement is expected to be
mailed to Stellar’s shareholders on or about May 4, 2018.
The Special Meeting will take place at 10:00
a.m., Eastern Time, on May 22, 2018 at the offices of Ellenoff
Grossman & Schole LLP, at 1345 Avenue of the Americas, 11th
Floor, New York, New York 10105.
Shareholders will not be asked to vote on the
Merger Agreement and related transactions at the Special Meeting.
If you are a shareholder as of the record date for the special
meeting of shareholders relating to the Merger Agreement, you will
have the right to vote on the Merger Agreement and related
proposals when such proposals are submitted at a separate meeting
of shareholders.
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. 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.
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 proposed Amendments. 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 transaction and the SEC registration statement
and proxy voting process; and (iv) other statements relating to 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. With respect to the Amendments, 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
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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