Additional Proxy Soliciting Materials (definitive) (defa14a)
11 Maggio 2018 - 11:17PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check
the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☐
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to Section 240.14a-12
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STELLAR
ACQUISITION III INC.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by registration statement number,
or
the Form or Schedule and the date of its filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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STELLAR
ACQUISITION III INC.
90
Kifissias Avenue
Maroussi
Athens, Greece
SUPPLEMENT
TO DEFINITIVE PROXY STATEMENT
FOR
SPECIAL
MEETING OF SHAREHOLDERS
TO
BE HELD ON MAY 22, 2018
May
11, 2018
TO
THE SHAREHOLDERS OF STELLAR ACQUISITION III INC.:
On May 3, 2018, Stellar Acquisition
III Inc. (the “Company” or “Stellar”) filed with the Securities and Exchange Commission and mailed to
its shareholders a definitive proxy statement (“Proxy Statement”) with respect to a special meeting to be held on
May 22, 2018. This supplement is being filed to (i) shorten the Extended Date (as defined below) in Proposal No. 1 in the
Proxy Statement from November 26, 2018 to August 24, 2018, and (ii) to increase the Contribution (as defined below) amount
being loaned by the Company’s Sponsor (as defined below) from $0.02 to $0.035 per month for each public share that is
not redeemed.
This supplement speaks as of the date of the Proxy Statement as
originally filed.
As previously disclosed, shareholders of record as of April 30, 2018 (“Record Date”) are
entitled to attend and vote at the special meeting. The special meeting will held at 10:00 a.m., local time, at the offices
of Ellenoff Grossman and Schole LLP, 1345 Avenue of the Americas, 11
th
Floor, New York, New York 10105.
At the special meeting, shareholders are being
asked to vote in favor of the following revised proposals:
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a proposal to amend the Company’s second amended and restated articles of incorporation, which we refer to as the “charter”, to extend the date before which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, recapitalization, exchangeable share transaction or other business combination involving the Company and one or more businesses (the “business combination”), (ii) cease its operations if it fails to complete such business combination, and (iii) redeem or repurchase 100% of the Company’s common stock included as part of the units sold in the Company’s initial public offering that was consummated on August 24, 2016, which we refer to as the “IPO”) from May 24, 2018 to August 24, 2018 or such earlier date as determined by the Board, which we refer to as the “Extension”, and such later date, the “Extended Date” (the “Extension Amendment Proposal”);
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a proposal to amend the Investment Management Trust Agreement, which we refer to as the “Trust Agreement”, dated August 18, 2016, by and between the Company and Continental Stock Transfer & Trust Company, to extend the date on which Continental must liquidate the trust account, which we refer to as the “Trust Account”, established in connection with our IPO if the Company has not completed an initial business combination, from May 24, 2018 to August 24, 2018, and to permit the withdrawal of funds from the Trust Account to pay shareholders who properly exercise their redemption rights in connection with the Extension Amendment Proposal, which we refer to as the “Trust Amendment” and such proposal we refer to as the “Trust Amendment Proposal”;
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a
proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation
and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the
Extension Amendment Proposal or the Trust Amendment Proposal, which we refer to as the “Adjournment Proposal”.
The Adjournment Proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the Extension
Amendment Proposal or the Trust Amendment Proposal.
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Astra
Maritime Corp., Dominium Investments Inc., Magellan Investments Corp. and Firmus Investments Inc., which we refer to collectively
as our “Sponsor”, have agreed to contribute to us as a loan $0.035 for each public share that is not redeemed, for
each calendar month (commencing on May 24, 2018 and on the 24th day of each subsequent month), or portion thereof, that is needed
by Stellar to complete the Phunware Business Combination or another business combination from May 24, 2018 (the date by which
Stellar is currently required to complete a business combination) until the Extended Date (the “Contribution”). For
example, if Stellar takes until August 24, 2018 to complete a business combination, which would represent three calendar months,
Stellar’s insiders would make aggregate maximum Contributions of approximately $724,596, or $0.105 per share (assuming no
public shares were redeemed) (the “Contribution”). Each Contribution will be deposited in the Trust Account within
five calendar days from the beginning of such calendar month (or portion thereof). Accordingly, if the Extension Amendment is
approved and the Extension is implemented and Stellar takes the full time through the Extended Date to complete the initial business
combination, the redemption amount per share at the meeting for such business combination or Stellar’s subsequent liquidation
will be approximately $10.48 per share, in comparison to the current redemption amount of approximately $10.38 per share (assuming
no public shares were redeemed). The Contribution is conditioned upon the implementation of the Extension Amendment. The Contribution
will not occur if the Extension Amendment is not approved or the Extension is not completed. The amount of the Contribution will
not bear interest and will be repayable by us to our Sponsor upon consummation of an initial business combination. If our Sponsor
advises us that it does not intend to make the Contribution, then the Extension Amendment and the Adjournment Proposal will not
be put before the shareholders at the Special Meeting and we will dissolve and liquidate in accordance with our charter. Sponsor
will have the sole discretion whether to continue extending for additional calendar months until the Extended Date and if Sponsor
determines not to continue extending for additional calendar months, its obligation to make additional Contributions will terminate.
Recommendation
of the Board
The
Company’s board of directors continues to recommend that you vote “FOR” the Extension Amendment and the Trust
Amendment.
Please
read the Proxy Supplement carefully and in its entirety together with the Proxy Statement, which was previously mailed to you,
before voting. To the extent that any information contained in the Proxy Supplement is inconsistent with the information contained
in the Proxy Statement, the Proxy Supplement shall be deemed to have superseded the Proxy Statement.
If
you have questions about the proposals or if you need additional copies of the Proxy Supplement, the Proxy Statement or the proxy
card, you should contact Advantage Proxy, the Company’s proxy solicitor, at (877) 870-8565 (toll free) or by email at ksmith@advantageproxy.com.
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Sincerely,
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/s/
Prokopios (Akis) Tsirigakis
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Prokopios
(Akis) Tsirigakis
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Co-Chief
Executive Officer and Director
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The
Proxy Supplement is dated May 11, 2018.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS
DESCRIBED IN THE PROXY STATEMENT (AS MODIFIED BY THIS PROXY SUPPLEMENT), PASSED UPON THE MERITS OR FAIRNESS OF THE EXTENSION AMENDMENT
OR THE TRUST AMENDMENT OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE PROXY STATEMENT (AS MODIFIED BY THIS PROXY
SUPPLEMENT). ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Grafico Azioni STELLAR ACQUISITION III INC. (NASDAQ:STLRU)
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