Current Report Filing (8-k)
26 Dezember 2018 - 12:07PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 21, 2018
STELLAR
ACQUISITION III INC.
(Exact
name of registrant as specified in its charter)
Republic
of the Marshall Islands
|
|
001-37862
|
|
N/A
|
(State
or other jurisdiction of
incorporation or organization)
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer
Identification Number)
|
90
Kifissias Avenue, Maroussi Athens, Greece
|
|
15125
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
+30 210 876-4876
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant
under any of the following provisions:
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act
of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.07.
|
Submission
of Matters to a Vote of Security Holders.
|
On
December 21, 2018, Stellar Acquisition III Inc. (the “
Company
” or “
Stellar
”) held its special
meeting of shareholders (the “
Special Meeting
”) with respect to its previously announced business combination
(the “
Business Combination
”) with Phunware, Inc., a Delaware corporation (“
Phunware
”) and
related matters, including its redomestication from a Marshall Islands corporation to a Delaware corporation. At the Special Meeting,
a total of 3,405,721 (85.98%) of the Company’s issued and outstanding shares of common stock held of record as of November
12, 2018, the record date for the Special Meeting, were present by proxy, which constituted a quorum.
The
Company’s shareholders voted on the following proposals at the Special Meeting, each of which was approved. The final vote
tabulation for each proposal is set forth below.
|
1.
|
To
consider and vote on a proposal to change the corporate structure and domicile of Stellar by way of continuation from a corporation
incorporated under the laws of the Republic of the Marshall Islands to a corporation incorporated under the laws of the State
of Delaware:
|
Votes
For
|
|
Votes
Against
|
|
Abstentions
|
|
Broker
Non-Votes
|
3,390,585
|
|
15,136
|
|
0
|
|
0
|
|
2.
|
To
consider and vote upon a proposal to approve the agreement and plan of merger dated as of February 27, 2018 (as amended or
supplemented from time to time, the “Merger Agreement”), by and among Stellar, STLR Merger Subsidiary Inc., a
Delaware corporation and a wholly-owned subsidiary of Stellar and Phunware, and the transactions contemplated by the Merger
Agreement, including the issuance of the merger consideration thereunder:
|
Votes
For
|
|
Votes
Against
|
|
Abstentions
|
|
Broker
Non-Votes
|
3,390,585
|
|
15,136
|
|
0
|
|
0
|
|
3.
|
To
approve the 2018 Equity Incentive Plan:
|
Votes
For
|
|
Votes
Against
|
|
Abstentions
|
|
Broker
Non-Votes
|
3,390,585
|
|
15,136
|
|
0
|
|
0
|
|
4.
|
To
approve the 2018 Employee Stock Purchase Plan:
|
Votes
For
|
|
Votes
Against
|
|
Abstentions
|
|
Broker
Non-Votes
|
3,390,585
|
|
15,136
|
|
0
|
|
0
|
|
5.
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To approve,
for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of Stellar’s issued and
outstanding common stock in connection with the Business Combination and related financing:
|
Votes
For
|
|
Votes
Against
|
|
Abstentions
|
|
Broker
Non-Votes
|
3,390,585
|
|
15,136
|
|
0
|
|
0
|
Item 8.01
Other Events.
On
December 21, 2018, the Company issued a press release (the “
Press
Release
”) announcing results
of the Special Meeting. A copy of the Press Release issued by the Company is attached as Exhibit 99.1 and is incorporated by reference
into this Item 8.01.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated:
December 21, 2018
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STELLAR
ACQUISITION III INC.
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|
|
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By:
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/s/ Prokopios
(Akis) Tsirigakis
|
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Name:
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Prokopios (Akis) Tsirigakis
|
|
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Title:
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co-Chief Executive Officer
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