New token ecosystem boasts early crypto investors BlockTower Capital, Draper Venture Network, Wavemaker Genesis, Strong Ventures and Hazoor Partners, and is expected to both empower consumers and enhance the company’s enterprise cloud platform for mobile
Austin, Texas [June 5, 2018] – On February 28, 2018, Stellar Acquisition III, Inc. (NASDAQ: STLR), announced that it entered into a definitive agreement to combine with Phunware. Today, Phunware, a leading enterprise cloud platform for mobile that provides software, solutions, data and services for brands worldwide, announced that its subsidiary, PhunCoin, Inc., has launched an offering for a new token pursuant to Rule 506(c) of Regulation D as promulgated under the Securities Act of 1933. The PhunCoin ecosystem is intended to complement and accelerate Phunware’s core business as an enterprise cloud platform for mobile.
Phunware’s nine years of business-to-business leadership has provided seamlessly integrated enterprise software, hardware and data that enables brands to have more engaging, meaningful and loyal consumer connections and experiences in their mobile applications. This success has led the company to develop PhunCoin, an innovative business-to-consumer application of blockchain technology. Once operational, PhunCoin will enable brands to not only reward their consumers, but also to empower them to retake control of both their identity and their personal data.
“We expect that blockchain technology will enable us to deliver immutable solutions to brands and consumers that fiat currency could simply never achieve at our scale,” said Phunware CEO and Co-Founder, Alan S. Knitowski. “Our ability to reach 1 in 10 mobile devices globally through our enterprise cloud platform for mobile will allow us to introduce PhunCoin first to thousands, and subsequently to millions, of people who likely have never owned a digital asset of any type in the past.”
As witnessed by recent Congressional and Parliamentary hearings both here in the United States and elsewhere, consumers, their identities and their data have long been used by corporations with little control or benefit to the individuals affected. However, with Phunware’s scale and reach to more than two and a half billion devices that have used its platform worldwide, including more than one billion unique active devices per month, the company believes that it will be well positioned through PhunCoin to enable and enhance brand experiences globally. PhunCoin intends to reimagine how consumers control their identities, share their data and get compensated for providing their information using digital smart contracts on the blockchain through which consumers can control what they receive from brands in return.
“We look to invest in projects like PhunCoin that bridge the gap between cryptocurrency and real-world users,” said Ari Paul, Chief Investment Officer and Managing Partner of BlockTower Capital.
Launched in Austin in 2009, Phunware has attracted more than $100 million in traditional financing to date from institutional and corporate strategic investors including Cisco Investments, Firsthand Technology Value Fund, Fraser McCombs Ventures, Khazanah Nasional Berhad (Malaysian Sovereign Wealth Fund), Maxima Ventures, PLDT Capital, Samsung Venture Investment Corporation (SVIC), Wavemaker Partners (Draper Venture Network Fund), World Wrestling Entertainment (WWE), Wild Basin Investments, Baylor Angel Network (BAN), Central Texas Angel Network (CTAN) and Houston Angel Network (HAN), amongst others.
“Phunware is among the first of a new wave of large, late stage private and public companies launching tokens for decentralized platforms,” said David Siemer, Co-Founder and General Partner of Wavemaker Genesis. “This may mark the end of an era in crypto as it will be increasingly difficult for early crypto startups to compete with the global scale and resources of companies like Phunware. We were extremely excited to participate in Phunware’s latest investment round and are even more excited to participate with its launch of PhunCoin.”
General. Phunware is the pioneer of Multiscreen as a Service (MaaS), a fully integrated suite of platform products, solutions and data that allows brands to engage, manage and monetize their anytime, anywhere mobile application users worldwide. Phunware helps the world’s most respected brands create category-defining mobile experiences, with more than one billion active devices touching its platform each month.
Proposed Merger. On February 28, 2018, Phunware announced its intent to go public through a merger with Stellar Acquisition III, Inc. (Nasdaq: STLR), a publicly-traded blank check company, and to use commercially reasonable efforts to launch PhunCoin. For more information about how Phunware is transforming the way consumers and brands interact with mobile in the virtual and physical worlds, visit www.phunware.com and follow @phunware on all social media platforms.
Additional Information about the Private Placement under Rule 506(c) of the Rights to be Offered by PhunCoin:
This document does not constitute an offer to sell or the solicitation of an offer to purchase any securities of PhunCoin. This document in not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation. Any such offer or solicitation may only be made subject to completion of a Token Rights Agreement and on the terms set forth in the PPM which will contain material information not included herein and shall supersede, amend and supplement this document in its entirety. The securities will be subject to restrictions on transferability and resale. In particular, this document is not intended for distribution in the United States or for the account of U.S. residents, except to persons who are “accredited investors” (as defined in Rule 501(a) under the Securities Act). Investors should have the financial ability and willingness to accept the financial and risk characteristics of an investment in the Rights.
Additional Information About the Merger Transaction between Phunware and Stellar and Where to Find It:
Stellar has filed with the SEC a registration statement on Form S-4 with a proxy statement containing information about the proposed transaction and the respective businesses of Phunware and Stellar. Stellar will mail a final prospectus and definitive proxy statement and other relevant documents after the SEC completes its review. Stellar and Phunware shareholders are urged to read the preliminary prospectus and proxy statement and any amendments thereto and the final prospectus and definitive proxy statement in connection with the solicitation of proxies for the special meetings to be held to approve the proposed transaction, because these documents will contain important information about Stellar, Phunware and the proposed transaction. The final prospectus and definitive proxy statement will be mailed to shareholders of Stellar and Phunware of a record date to be established for voting on the proposed transaction. Shareholders will also be able to obtain a free copy of the proxy statement, as well as other filings containing information about Stellar, without charge, at the SEC’s website (www.sec.gov) or by calling 1-800-SEC-0330. Copies of the proxy statement and other filings with the SEC can also be obtained, without charge, by directing a request to: Stellar Acquisition III Inc., 90 Kifisias Avenue, Marousi 15125, Athens, Greece. Additionally, all documents filed with the SEC can be found on Stellar’s website, www.stellaracquisition.com.
Stellar is a Republic of Marshall Islands blank check company, also commonly referred to as a Special Purpose Acquisition Company, or SPAC, formed for the purpose of effecting a merger, asset acquisition or other business combination with one or more businesses or entities. Stellar’s units, shares of common stock and warrants are currently listed on the Nasdaq Capital Market under the symbols “STLRU,” “STLR” and “STLRW”, respectively.
Participants in the Merger Proxy Solicitation:
Stellar, Phunware and their respective directors and executive officers and other persons may be deemed to be participants in the solicitations of proxies from Stellar’s shareholders in respect of the proposed transaction. Information regarding Stellar’s directors and executive officers is available in its annual report on Form 10-K filed with the SEC. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be contained in the proxy statement when it becomes available.
No Offer or Solicitation:
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities of Stellar or Phunware shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Cautionary Note Regarding Forward-Looking Statements:
Some of the statements in this release and in presentations by Stellar’s management relating to the matters described herein are or may constitute “forward-looking statements.” Words such as “believe,” “expect,” “anticipate,” “project,” “target,” “optimistic,” “intend,” “aim,” “will”, “may” and variations and similar words and expressions are intended to identify such forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements relating to the proposed transaction and the SEC registration statement and proxy voting process (as well as the combined company’s post-closing activities) include, but are not limited to: (i) statements about the benefits of the transaction involving Stellar and Phunware, including future financial and operating results; (ii) Stellar’s and Phunware’s plans, objectives, expectations and intentions (including with respect to the future Token Sale and the use of proceeds from Stellar’s trust account); (iii) the expected timing of completion of the transaction and the SEC registration statement and proxy voting process; and (iv) other statements relating to the transaction, the SEC registration statement and proxy voting process and the combined company’s post-closing activities that are not historical facts. Forward-looking statements involve estimates, expectations and projections and, as a result, are subject to risks and uncertainties. Actual results could differ materially if not substantially from those described in the forward-looking statements.
Important risks and other factors could cause actual results to differ materially from those indicated by such forward-looking statements. With respect to the transaction, the SEC registration statement and proxy voting process and the combined company’s post-closing activities, such risks and uncertainties include, among many others: (i) the risks associated with Stellar’s SEC registration statement and proxy voting process, including uncertainty regarding the number of Stellar shareholders who may request redemption and whether Phunware shareholders will approve the transaction; (ii) the risk that the benefits to Stellar and its shareholders anticipated from transaction may not be fully realized or may take longer to realize than expected; (iii) the risk that any projections, including earnings, revenues, expenses, synergies, margins or any other financial items are not realized, (iv) the risks associated with concentration of Phunware’s business with certain customers; (v) the potential for reductions in industry profit margins due to, among other factors, declining service revenues; (vi) the inability of the post-closing combined company to expand and diversify the business of Phunware; (vii) changing interpretations of generally accepted accounting principles; (viii) the combined company’s continued compliance with government regulations; changing legislation and regulatory environments; (ix) the ability of the post-closing company to meet Nasdaq’s continued listing standards; (x) the potential for lower return on investment by Phunware’s expected token sale; (xi) the inability of Phunware to manage growth; (xii) requirements or changes affecting the MaaS/SaaS industry; (xiii) the general volatility of market prices of Stellar’s securities and general economic conditions; (xiv) the combined company’s ability to implement new strategies and react to changing market conditions; (xv) risks associated with operating hazards; (xvi) risks associated with competition; (xvii) risks associated with the loss of key personnel; (xviii) unexpected costs, liabilities or delays in the proposed transaction; (xix) the outcome of any legal proceedings related to the transaction; (xx) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, or (xxi) any of the factors in detailed in the “Risk Factors” section of Stellar’ s filings with the SEC.
The foregoing listing of risks is not exhaustive. These risks, as well as other risks associated with the transaction, will be more fully discussed in Stellar’s registration statement to be filed with the SEC in connection with the transaction. Additional risks and uncertainties are identified and discussed in Stellar’s reports filed or to be filed with the SEC and available at the SEC’s website at http://www.sec.gov. Forward-looking statements included in this press release speak only as of the date of this press release. Stellar undertakes and assumes no obligation, and does not intend, to update Stellar’s forward-looking statements, except as required by law.