Item 5.07. Submission of Matters to a Vote of Security
Holders.
On February 27, 2020,
Pensare Acquisition Corp. (the “Company”) held a special meeting of stockholders (the “Special Meeting”)
in connection with the proposed business combination (the “Business Combination”) of the Company and Stratos Management
Systems, Inc. (“Computex”), as described in the definitive proxy statement filed by the Company with the SEC on February 13, 2020 and incorporated herein by reference. Present at the Special Meeting were holders of 6,030,890 shares of the Company’s
common stock (the “Common Stock”) in person or by proxy, representing 76.02% of the voting power of the Common stock
as of January 24, 2020, the record date for the Special Meeting (the “Record Date”), and constituting a quorum for
the transaction of business. As of the Record Date, there were 7,932,977 shares of Common Stock issued and outstanding.
At the Special Meeting,
the Company’s stockholders approved the Business Combination Proposal, the Certificate Proposal and the Incentive Plan Proposal,
in each case as defined and described in greater detail in the Proxy Statement. Approval of the Business Combination Proposal required
the affirmative vote of a majority of the outstanding shares of the Company’s common stock present and entitled to vote at
the Special Meeting. Approval of the Certificate Proposal required the affirmative vote of a majority of the outstanding shares
of the Company’s common stock entitled to vote at the Special Meeting. Approval of the Incentive Plan Proposal required the
affirmative vote of the holders of a majority of the shares of the Company’s common stock that were voted thereon at the
Special Meeting. The Adjournment Proposal, as defined and described in greater detail in the Proxy Statement, was not presented
to the Company’s stockholders as the Business Combination Proposal, the Certificate Proposal and the Incentive Plan Proposal
each received a sufficient number of votes for approval. The Company intends to consummate the Business Combination as promptly
as reasonably possible.
Set forth below are
the final voting results for the Business Combination Proposal, the Certificate Proposal, and the Incentive Plan Proposal:
Business Combination Proposal
The Business Combination Proposal was
approved. The voting results of the shares of the Company’s common stock were as follows:
For
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Against
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Abstentions
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6,030,888
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2
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0
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Certificate Proposal
The Certificate Proposal was approved.
The voting results of the shares of the Company’s common stock were as follows:
For
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Against
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Abstentions
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6,030,888
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2
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0
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Incentive Plan Proposal
The Incentive Plan Proposal was approved.
The voting results of the shares of the Company’s common stock were as follows:
For
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Against
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Abstentions
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6,030,888
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2
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0
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Forward Looking Statements
This
communication includes certain statements that are not historical facts but are forward-looking statements for purposes of the
safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally
are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,” “should,” “would,” “plan,”
“predict,” “potential,” “seem,” “seek,” “future,” “outlook,”
and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These
forward-looking statements include, but are not limited to, statements regarding projections, estimates and forecasts of revenue
and other financial and performance metrics and projections of market opportunity and expectations, and the closing of the proposed
Business Combination. These statements are based on various assumptions and on the current expectations of Pensare and Computex
management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or
a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will
differ from assumptions. Many actual events and circumstances are beyond the control of Pensare and Computex. These forward-looking
statements are subject to a number of risks and uncertainties, including changes in Computex’s clients’ preferences,
prospects and the competitive conditions prevailing in the industries in which Computex operates; the inability of the parties
to successfully or timely consummate the proposed Business Combination, including the risk that any required regulatory approvals
are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the
expected benefits of the proposed Business Combination; failure to realize the anticipated benefits of the proposed Business
Combination, including as a result of a delay in consummating the proposed Business Combination or a delay or difficulty in integrating
the businesses of Pensare and Computex; the amount of redemption requests made by Pensare’s stockholders as of the closing
of the proposed Business Combination; the ability to meet Nasdaq’s listing standards following the consummation of the
proposed Business Combination; those factors discussed in Pensare’s Annual Report on Form 10-K for the fiscal year ended
June 30, 2019 and the Proxy Statement, in each case, under the heading “Risk Factors,” and other documents of Pensare
filed, or to be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. There may be additional risks that neither Pensare nor Computex presently
know or that Pensare and Computex currently believe are immaterial that could also cause actual results to differ from those contained
in the forward-looking statements. In addition, forward-looking statements reflect Pensare’s and Computex’s expectations,
plans or forecasts of future events and views as of the date of this Current Report on Form 8-K. Pensare and Computex anticipate
that subsequent events and developments will cause Pensare’s and Computex’s assessments to change. However, while Pensare
and Computex may elect to update these forward-looking statements at some point in the future, Pensare and Computex specifically
disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Pensare’s and
Computex’s assessments as of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance
should not be placed upon the forward-looking statements.