Phunware, Inc. — Regulatory Filings 2017

Jun 6, 2017

8-K 1 f8k060217_stellaracqiii.htm CURRENT REPORT

Field: Rule-Page

Field: /Rule-Page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Field: Rule-Page

Field: /Rule-Page

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 6, 2017 (June 2, 2017)

Field: Rule-Page

Field: /Rule-Page

STELLAR ACQUISITION III INC.

Field: Rule-Page

Field: /Rule-Page

(Exact name of registrant as specified in its charter)

Republic of Marshall Islands	001-37862	N/A
(State or other
jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

90 Kifissias Avenue, Maroussi Athens, Greece	15125
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: +30 210 876-4858

Not Applicable

Field: Rule-Page

Field: /Rule-Page

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

Item 8.01 Other Events

On June 2, 2017, the board of directors of Stellar Acquisition III Inc. (the “Company”) determined that, as of May 31, 2017 (the end of the Company’s second fiscal quarter), the Company no longer qualified as a “foreign private issuer” as defined in Rule 405 under the Securities Act of 1933, as amended. Until May 31, 2017, the Company qualified as a foreign private issuer but voluntarily chose to comply with the federal securities laws applicable to domestic registrants. Since the Company no longer qualifies as a foreign private issuer, it is subject to, among things, the federal proxy rules under the Securities Exchange Act of 1934, as amended. Accordingly, the Company will have the option of conducting redemptions in connection with the completion of its initial business combination like other domestic blank check companies either pursuant to a shareholder meeting called to approve the business combination or pursuant to a tender offer.

Field: Page; Sequence: 2; Options: NewSection; Value: 2

2

Field: /Page

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 6, 2017

STELLAR ACQUISITION III INC.
By:	/s/ Prokopios (Akis) Tsirigakis
	Name: Prokopios (Akis) Tsirigakis
	Title: co-Chief Executive Officer

3

Field: Rule-Page

Field: /Rule-Page