This afternoon, Pensare Aquisition Corp. (WRLS), finally released the details of their shareholder vote to approve extending their deadline from August 1, 2019 to December 1, 2019. As expected, it was a nearly complete redemption of the trust account.
Per the filing, 5,754,273 shares elected to redeem, however, a per-share redemption price was not provided. Instead, Pensare simply said, “a total of approximately $3.2 million will remain in the Company’s trust account.” However, we can estimate based on the pre-vote trust account value of approximately $63.3 million that approximately $60.1 million redeemed at an estimated per-share price of $10.44.
As a reminder, Pensare will not be contributing any additional funds to the remaining shareholders, but as previously surmised, that was probably by design. Pensare intends to acquire Computex for an aggregate of approximately $65 million in cash, stock, and assumed debt. So by not offering a contribution, it appeared that Pensare was trying to reduce the trust amount via redemptions and replace the lost cash with a PIPE. If that was the goal, well, they certainly achieved it. After all, having only $3.2 million in cash left after raising $310.5 million at IPO is a bit stunning. However, let’s also not forget that Pensare’s IPO unit included a Right…that means Pensare is going to need to deal with 3.1 million Rights Shares at combination closing.
Next best quess is, Pensare announces a PIPE at a price below $10.00 and most likely significantly below $10.00 given all those Rights Shares. Let’s hope they make it right by warrant holders and adjust the strike price.
Stay tuned for any further updates. Vote results below.
| FOR | AGAINST | ABSTENTIONS |
| 11,297,309 | 886,001 | 0 |
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