Pensare Acquisition - WRLSU Done AVCT

1 Warrant + 11.50 > 1 common. Call > 18 for 20 of 30 days.

2/6 Preliminary proxy - Seems deal will get done. Lockups in place? Low F other than rights shares. 20milrights outstanding?

Plus 300,000 shares f- only 3 mil left in trust at merger.

April 07, 2020 (GLOBE NEWSWIRE) -- Pensare Acquisition Corp. (NASDAQ: WRLS) (“Pensare”), a publicly-traded special purpose acquisition company, is pleased to announce that it has completed its previously announced business combination with Stratos Management Systems, Inc. and its operating companies, which do business as Computex Technology Solutions (“Computex”), a leading IT Solutions and Managed Services Provider (MSP) with a 30-year legacy of success. 

The business combination was approved at a special meeting of stockholders of Pensare on February 27, 2020, and closed on April 7, 2020. In connection with the transaction, Pensare has changed its name to American Virtual Cloud Technologies (“AVCT” or the “Company”). The shares of common stock of AVCT are expected to begin trading on the Nasdaq tomorrow, April 8, 2020, under the symbol “AVCT” and the warrants of AVCT are expected to trade on the Nasdaq under the symbol “AVCTW.”

Computex will continue to operate under its name and its Executive Leadership team of Sam Haffar, Chief Executive Officer; Faisal Bhutto, EVP of Enterprise Networking, Cloud & Cybersecurity; Worth Davis, EVP & CTO; Chris Laney, EVP of Sales; and Jesus Perez, EVP & CFO will continue to lead Computex and work alongside AVCT to expand into new markets.

AVCT believes it is well-positioned to quickly emerge as a force in the UCaaS market. AVCT’s new product portfolio, coupled with its previously announced agreement with AT&T, will enable AVCT to target mid-market business customers with cloud-based, fully managed unified communications, networking, and managed IT solutions, including remote workforce capabilities.

“With the completed acquisition of Computex, we now have a strong platform where we can build a premier virtual cloud communications and technology provider,” said AVCT CEO Darrell Mays. “AVCT’s strategy is to provide Computex with the capital, expertise, and resources they need to enhance their growth organically as well as enable acquisitions to enter new markets.”

2/6 Preliminary proxy - Seems deal will get done. Lockups in place? Low F other than rights shares. 20milrights outstanding? 

As a result, it is likely that pursuant to Rule 144, our Sponsor will be able to sell its Founders' Shares freely without registration one year after we have completed our initial business combination assuming it is not an affiliate of ours at that time.

Unit Purchase Options—The Company sold to EBC and its co-underwriters, for $100, an option to purchase up to 1,350,000 units exercisable at $10.00 per Unit (or an aggregate exercise price of $13,500,000) commencing on the consummation of a Business Combination. The unit purchase option may be exercised for cash or on a cashless basis, at the holder's option, and expires on July 27, 2022. The Units issuable upon exercise of this option are identical to those offered in the Offering. The Company has accounted for the unit purchase option, inclusive of the receipt of $100 cash payment, as an expense of the Offering resulting in a charge directly to stockholders' equity. The Company estimated that the fair value of this unit purchase option was $4,547,505 (or $3.37 per Unit) using a Black-Scholes option-pricing model. The fair value of the unit purchase option granted to the underwriters was estimated as of the date of grant using the following assumptions: (1) expected volatility of 35%, (2) risk-free interest rate of 1.80% and (3) expected life of five years. The option and the 1,350,000 Units have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up 


On July 31, 2019, Pensare Acquisition Corp. (the “Company”) held a special meeting - extend the date  from August 1, 2019 to December 1, 2019.  Following redemptions of 5,754,273 of the shares of Company’s common stock in connection with the Extension, a total of approximately $3.2 million will remain in the Company’s trust account.

They started with 310 million?

Trust -  $10.45 per public share 


Additionally, as previously reported on May 31, 2019, the Sponsor has agreed to contribute to the Trust Account as a loan $0.033 for each Public Share that was not redeemed for each of June and July 2019, up to a maximum of $200,000 per month. The Sponsor will make an aggregate contribution of approximately $199,981 for each of June 2019 and July 2019. These two monthly contributions will be deposited in the Trust Account prior to June 21, 2019 and July 10, 2019, respectively. Accordingly, the Company expects the redemption amount per Public Share at the meeting for the Company’s business combination or the Company’s subsequent liquidation to be approximately $10.45 per Public Share (net of any additional interest that may accrue on the funds held in the Trust Account), in comparison to the current redemption amount of approximately $10.39 per Public Share, based on approximately $63 million remaining in the Trust Account after redemptions are paid as described above.

 ------------- extension - In negotiations and needs less money for merger. Similar to GIG.

The Company's sponsor will pay to the Trust Account, $0.033 per Public Share that is not redeemed per month up to a maximum of $200,000 per month. If more than 6,060,606 Public Shares remain outstanding after redemptions in connection with this adjustment, then the amount paid per share will be reduced proportionately.  The monthly payments will be deposited in the Trust Account prior to June 21, 2019 and July 10, 2019.

Unit = 1 com, 1 rt, 1/2 warrant.

1 Warrant + 11.50 > 1 common. Call > 18 for 20 of 30 days.

Trust will be 10.38 at June redemption.    

Exp 5/1/19  was 18 months.  Extended  adding .033/ mo.  Closed Aug 1, 2017.  

Sponsor MasTec

First Spac

Wireless Telecom

Chardan - Early Bird

TPX Merger Terminated.

TPX Merger presentation Feb 2019 Link

we intend to initially focus our search on identifying a prospective target business in the wireless telecommunications industry in the United States,

Our Management Team
Darrell Mays, our Chief Executive Officer, was the Founder and Chief Executive Officer of nsoro, LLC, a turnkey wireless installation services provider, in 2003, focusing on telecom operators (wireless and wireline) and government civil and Information Technology solutions. Nsoro grew rapidly to approximately $70 million in revenues by 2007, and was acquired in August 2008 by MasTec, a publicly traded diversified construction services company, which is one of the largest providers of wireless construction services in the nation. Mr. Mays has served as an executive of MasTec since 2008, during which period the revenues and EBITDA of MasTec’s communications division, of which nsoro is a component, increased to approximately $2.3 billion and $245.0 million in 2016, respectively. Prior to founding nsoro, Mr. Mays served in executive positions for PalmSource, Ericsson, and AT&T.

 Dr. Robert Willis, our President, became the President of nsoro in 2007. In such capacity, he negotiated the acquisition of the business by MasTec and, following its acquisition, served in an advisory role from 2010 through July 2016. From December 2013 until December 2015, Dr. Willis served as Chairman of U.S. Shale Solutions, Inc., which he founded in 2014. Prior to nsoro, Dr. Willis served in executive positions for Foxcode Inc., Gaming VC, S.A. and Alpine Computer Systems, Inc.

 Lawrence E. Mock, Jr., our Chairman of the Board, is currently Managing Partner of Navigation Capital Partners, Inc., an Atlanta-based private equity firm which he founded in partnership with Goldman Sachs in 2006. From 1995 to 2006, Mr. Mock served as President and Chief Executive Officer of Mellon Ventures, Inc., which he founded in partnership with Mellon Financial Corporation, to make private equity and venture capital investments in operating companies. From 1983 to 1995, he was founder and Chief Executive Officer of River Capital, Inc.

Jose Mas, who will serve as one of our directors commencing on the date of this prospectus, has served as a director and Chief Executive Officer of MasTec since 2007. MasTec is a leading infrastructure construction company operating mainly throughout North America across a range of industries. MasTec’s primary activities include the engineering, building, installation, maintenance and upgrade of communications, energy and utility infrastructure, such as: wireless, wireline/fiber, satellite communications and customer fulfillment activities; petroleum and natural gas pipeline infrastructure; electrical utility transmission and distribution; conventional and renewable power generation; and industrial infrastructure. As of March 31, 2017, MasTec had over 18,500 employees and 500 locations, and generated over $5.1 billion in revenue in 2016, more than five times greater than its 2006 revenues. Mr. Mas was also appointed to the Board of Directors of Helmerich & Payne, Inc. on March 1, 2017. 

John Foley, our Chief Financial Officer, joined nsoro as its Chief Financial Officer at the time it was acquired by MasTec and continued in that role until his retirement in December 2015. During his tenure, Mr. Foley oversaw the financial integration of seven acquisitions. Prior to joining nsoro, Mr. Foley served at Chiquita from 1974 to 1983, Burger King from 1984 to 1992, Diageo from 1992 to 1994, ProSource Distribution from 1994 to1999, at which time he retired until he joined MasTec nsoro in 2008 and remained in his role until December 2015.

 Rayford Wilkins, Jr., our Special Advisor, served as Chief Executive Officer of AT&T Diversified Businesses and Chairman and President of AT&T International. Prior to these positions, he served as Group President Marketing and Sales. In addition, he occupied various positions associated with the wireless industry at SBC Group and has held several leadership roles in his more than 30-year career at AT&T and its predecessor companies. Mr. Wilkins is currently a director at Morgan Stanley, Valero Energy and Caterpillar.

 Dr. David Panton, our Special Advisor, has served as Chairman and Chief Executive Officer of Panton Equity Partners, a private equity firm, since founding it in 2012. Prior to that, he was a partner of Navigation Capital Partners, an Atlanta-based private equity firm which he founded in partnership with Goldman Sachs in 2006. He has 20 years of investment banking and private equity experience and has sourced and led over 20 control transactions in various industries (including the telecom, media and technology industry) with an aggregate enterprise value of over $5 billion, including successful sales of portfolio companies to buyers such as Dell Inc., the Blackstone Group, and One Equity Partners.

 Michael Pietropola, our Special Advisor, has served as President of Pietropola Consulting, a telecommunications consulting firm, since October 2015. Previously, he served as Vice President of Construction & Engineering for AT&T from January 2012 to October 2015, and as Vice President of Network Services for AT&T (and Cingular prior to its acquisition by AT&T) from June 2007 to January 2012.