Stellar Acquisition III, Inc. (“Stellar”
or the “Company”) (NASDAQ: STLR) announced today that its
registration statement on Form S-4 (the "Registration Statement"),
which includes its proxy statement in connection with a special
meeting of Stellar’s shareholders, was declared effective by the
Securities and Exchange Commission on November 13, 2018.
At the special meeting, shareholders of Stellar
will be requested to vote on a proposed business combination with
Phunware, Inc. (the “Merger”) and related matters,
including the redomestication of Stellar from a Marshall Islands
corporation to a Delaware corporation. Upon the Merger, the name of
Stellar will be changed to Phunware, Inc. The special meeting will
be held on November 30, 2018. Shareholders of record on November
12, 2018 will be entitled to vote at the special meeting.
Under the terms of the Merger Agreement, at the closing,
Phunware shareholders will receive consideration in the form of
newly issued Stellar equity securities, valued based on an
enterprise value of $301 million for Phunware and subject to
customary adjustments for cash and debt and, at the election of
Phunware’s shareholders, acquire from Stellar sponsors up to
3,985,244 but not less than 2,450,000 warrants to purchase common
stock of the Company at $0.50 per warrant. In addition, all
Phunware stock options and warrants will be assumed by Stellar in
the transaction as part of the merger consideration. Cash proceeds
released from Stellar’s trust account after shareholder redemptions
and the payment of transaction expenses and other Stellar
liabilities will remain with the Company, and are intended to be
used to grow its business, fund inorganic growth initiatives and
for working capital. The Merger is subject to a number of
conditions, including a requirement that Stellar shall have at
least $19 million cash and cash equivalents, net of (a) any cash,
cash equivalents or other assets of Phunware, (b) any cash funds
that are necessary to pay its unpaid expenses, debt and
liabilities, (c) cash funds required for redemptions.
Following the closing, Stellar’s shares and
warrants are expected to trade on the NASDAQ under the trading
symbols “PHUN” and “PHUNW”, respectively. Mr. Alan S. Knitowski,
the current Chief Executive Officer of Phunware, will become Chief
Executive Officer of the Company. Mr. Matthew Aune, Phunware’s
Chief Financial Officer, will become Chief Financial Officer of the
Company.
Additional Information About the
Transaction and Where to Find It
The definitive proxy statement/prospectus and other relevant
documents in connection with the special meeting and the matters to
be voted on will be mailed to Stellar shareholders on November 15,
2018.
Stellar’s shareholders are urged to read the proxy
statement/prospectus, which contains important information about
Stellar, Phunware and the proposed transaction.
The description of the transaction contained herein is only a
summary and is qualified in its entirety by reference to the final
proxy statement/prospectus. Shareholders will also be able to
obtain a free copy of the proxy statement, as well as other filings
containing information about Stellar without charge, at the SEC’s
website (www.sec.gov) or by calling 1-800-SEC-0330. Copies of the
proxy statement and other filings with the SEC can also be
obtained, without charge, by directing a request to: Stellar
Acquisition III Inc., 90 Kifissias Avenue, Maroussi 15125, Athens,
Greece. Additionally, all documents filed with the SEC can be found
on Stellar’s website, www.stellaracquisition.com.
About Stellar
Stellar is a Republic of the Marshall Islands
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.
Upon consummation of the Merger, the units will cease to be traded,
and the common stock and warrants of the Company are expected to be
traded under the trading symbols “PHUN” and PHUNW”.
About Phunware
Phunware is a provider of Multiscreen-as-a-Service (“MaaS”)
solutions, an integrated customer engagement platform that enables
organizations to develop customized, immersive, branded mobile
applications. Phunware sells its services in verticals including
healthcare, retail, hospitality, transportation, sports and
entertainment, and enables brands to engage, manage and monetize
their anytime-anywhere mobile users. Phunware’s MaaS technology is
available in software development kit (“SDK”) form for
organizations developing their own applications, via customized
development services as well as prepackaged solutions. Through its
integrated mobile advertising platform of publishers and
developers, Phunware also maximizes mobile monetization through an
advertising product suite including self-service media buying,
real-time bidding (“RTB”), publisher mediation and yield
optimization, cross-platform ad creation and dynamic ad
serving.
Participants in the Solicitation
Stellar, Phunware and their respective directors
and executive officers and other persons may be deemed to be
participants in the solicitations of proxies from Stellar’s
shareholders in respect of the proposed transaction. 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 will be
contained in the proxy statement when it becomes available.
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 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 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 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; ( 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, will be more fully discussed in Stellar’s registration
statement to be 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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