Stellar Acquisition III, Inc. Announces Consummation of Business Combination with Phunware, Inc. and Related Financing
27 Dezember 2018 - 2:45PM
Stellar Acquisition III, Inc. (“Stellar” and, together with the
Successor (as defined below), “Phunware”)) (NASDAQ: STLR) announced
today that on December 26, 2018 it consummated its business
combination with Phunware, Inc. (“Opco”) and related transactions,
as contemplated by the Agreement and Plan of Merger, dated as of
February 27, 2018 (as amended, the “Merger Agreement”) by and among
Stellar, STLR Merger Subsidiary Inc., a Delaware corporation and a
wholly-owned subsidiary of Stellar, and Opco, which was approved by
Stellar’s stockholders at a meeting on December 21, 2018. In
connection with the consummation of the business combination
transaction, Stellar was redomesticated from a Republic of Marshall
Islands company to a corporation incorporated in Delaware (the
“Successor”) and Stellar’s name as the Successor was changed to
“Phunware, Inc.” and Opco’s name was changed to Phunware Opco,
Inc. Each share of Stellar outstanding prior to the business
combination has become one share of common stock of the Successor
and each warrant of Stellar outstanding prior to the business
combination has become one warrant of the Successor.
Stellar’s Units will no longer trade, but will be separated
into their separate components, and become common stock and
warrants of the Successor. The Successor common stock and
warrants will trade on Nasdaq under the symbols “PHUN” and “PHUNW,”
respectively.
Phunware’s Chief Executive Officer is Alan
Knitowski, and its Chief Financial Officer is Matt Aune.
Randall Crowder has been named the Chief Operating Officer of
Phunware. The members of the Board of Directors of Phunware,
who were elected by the shareholders of Stellar on November 30,
2018 subject to the consummation of the business combination, are
Alan Knitowski, Prokopios (Akis) Tsirigakis, George Syllantavos,
Randall Crowder, Lori Tauber Marcus, Kathy Mayor and Keith
Cowan. The headquarters of Phunware will be located in
Austin, Texas.
“After nearly a decade as a private company, we
are thrilled to transition to the public markets and be able to
introduce Phunware and PhunCoin to a much broader audience.
We know that Phunware’s mobile platform and data solutions,
along with PhunCoin, which we designed to
introduce a new model of rewarding individuals for sharing
their data, will disrupt and transform the brand and
consumer relationship with transparency and authenticity. We
welcome the opportunity to spend the next year educating brands and
Wall Street about the unique value we provide companies,” said Alan
S. Knitowski, co-founder and CEO of Phunware.
“I’m pleased to be part of a very exciting
company at the forefront of innovation in its sector and a vision
supported primarily by a great team and solid technology,” said
Akis Tsirigakis, co-CEO of Stellar.
“We are excited to have closed the merger with
Phunware and becoming part of the Phunware team. At Board level we
are committed to contributing our efforts towards the enhancement
of shareholder value through the realization of the team’s vision
for Phunware and Phuncoin,” George Syllantavos, co-CEO of Stellar
added.
In connection with the business combination,
Phunware obtained $6 million in convertible Series A preferred
stock (the “Preferred Stock”) financing in a private placement from
an institutional investor. The Preferred Stock is required to
be redeemed by Phunware after the closing at 104% of stated value,
with $3 million in stated value of the Preferred Stock redeemed on
the 30 day anniversary of the closing, $2.5 million in stated value
of the Preferred Stock redeemed on the 60 day anniversary of the
closing and the remaining $0.5 million in stated value of the
Preferred Stock redeemed on the 90 day anniversary of the
closing. Phunware agreed to restrict its use of $5.5 million
of the financing proceeds without the consent of the holders of a
majority of the then outstanding Preferred Stock.
In connection with the consummation of the
business combination, Opco waived the minimum cash condition
contained in the Merger Agreement, and each of Stellar’s sponsors
and other officers, directors and insiders who held founder shares
signed a lock-up for 180 days after the closing to replace any
existing lock-up arrangements.
Maxim Group LLC and Graceworth Ltd. acted as
financial advisors to Stellar in connection with the business
combination transaction, Exit Strategy Partners, LLC acted as
special advisor to Stellar in connection with the transactions, and
A.G.P./Alliance Global Partners acted as the sole placement agent
for the Preferred Stock financing. Ellenoff Grossman &
Schole LLP acted as counsel to Stellar. Wilson Sonsini
Goodrich & Rosati, P.C. acted as counsel to Opco.
About Phunware
Phunware, through Opco and its subsidiaries, is
a provider of Multiscreen-as-a-Service (“Maas”) and
Data-as-a-Service (“DaaS”), fully-integrated enterprise software
platform for mobile that provide companies the products, solutions,
data and services necessary to engage, manage and monetize their
mobile application audiences globally at scale. Phunware
solutions include its Cloud-Based Mobile Software Development Kits
(SDKs) comprised of location-based services, mobile engagement,
content management, messaging, advertising and analytics; its
Mobile Application Framework of pre-integrated iOS and Android
software modules for building in-house or channel-based mobile
application solutions; its Cloud-Based Vertical Solutions of
pre-integrated iOS and Android mobile application portfolios for
Healthcare, Retail, Media, Real Estate & Hospitality, Sports,
Aviation and others; and its Knowledge Graph and Data which allows
for real-time mobile audience targeting, reach, engagement and
monetization for 1:1 insights and interactions globally at
scale.
Contact:
Phunware, Inc. 7800 Shoal Creek Boulevard, Suite 230-S Austin,
TX 78757 Attn: Alan S. Knitowski Email: aknitowski@phunware.com
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