PENSARE ACQUISITION Corp

A mandatory redemption in twelve monthly instalments that began April 1, 2022 is a hard cash obligation for a company that is asking shareholders to authorise conversion instead, so approval effectively lets the preferred be paid in stock rather than cash. Combined with a conversion price that ratchets down on any lower-priced issuance, that is a structure where dilution grows as the share price falls. Against 91.5 million shares outstanding, legacy Pensare holders face open-ended dilution with no trust protection remaining.

The filing states the sale may be deemed under Delaware law to be a sale of substantially all of the Company's assets, which is why the vote is required; the Company will retain the Kandy Business and intends to continue operating it. Two further proposals seek Nasdaq approval for issuing shares on exercise of warrants issued under a Securities Purchase Agreement dated November 2, 2021, as amended by an Amendment and Waiver dated December 2, 2021 — one to permit issuance of 20% or more of outstanding common stock, the other to lift any cap on the number of shares issuable on exercise.

This is a divestiture by an operating company, the opposite of a business combination, and it sits in the deal tier only because the vehicle's CIK began as a SPAC. The Company retains the Kandy business and intends to keep operating it. Two further proposals seek Nasdaq approval for issuing common stock on exercise of warrants sold under a securities purchase agreement dated November 2, 2021, as amended by an Amendment and Waiver dated December 2, 2021 — one covering issuance at or above 20% of shares outstanding, the other issuance without giving effect to any cap. No fee table appears.

Closing requires Pensare to hold at least $150,000,000 of cash immediately before the effective time after satisfying its other obligations — well over twice the purchase price — and if that condition fails Computex is not required to close, which makes the cash test, not the vote, the binding constraint. Public stockholders may redeem even if they vote in favour, and the per-share redemption price is left blank in this preliminary version, as is the meeting date. At closing each unit separates and each right converts into one-tenth of a share, with no fractional shares issued.

The accumulating trust interest supports a pro rata redemption value exceeding the initial $10.00 per share, directly affecting investor payouts upon liquidation or merger. With only $1,182,721 in operating cash and 11 months remaining until the mandatory deadline, the filing highlights reliance on sponsor-backed working capital loans to fund ongoing search activities.

...