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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

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Check the appropriate box:

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Soliciting Material under §240.14a-12

 

PENSARE ACQUISITION CORP.

(Name of Registrant as Specified In Its Charter)

 

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PENSARE ACQUISITION CORP.
1720 Peachtree Street, Suite 629
Atlanta, Georgia 30309

To the Stockholders of Pensare Acquisition Corp.:

        You are cordially invited to attend the special meeting of the stockholders of Pensare Acquisition Corp., a Delaware corporation ("Pensare" or the "Company"), which will be held on February 27, 2020, at 11:00 a.m., Eastern time, at the offices of Greenberg Traurig, LLP, 200 Park Avenue, New York, NY 10166.

        At the special meeting of stockholders, Pensare's stockholders will be asked to consider and vote upon a proposal, which is referred to herein as the "Business Combination Proposal," to approve a business combination, which we refer to as the "Business Combination," by the approval and adoption of a business combination agreement (as amended and as may be further amended, the "Business Combination Agreement") that Pensare has entered into with Stratos Management Systems, Inc., a Delaware corporation (together with its subsidiaries, "Computex"), Tango Merger Sub Corp., a Delaware corporation ("Merger Sub") and Stratos Management Systems Holdings, LLC, a Delaware limited liability company ("Holdings"), and the approval and adoption of the merger described therein. Pursuant to the Business Combination Agreement, Computex will merge with and into Merger Sub, with Merger Sub surviving the merger as a wholly owned subsidiary of Pensare. The merger will occur upon the terms and subject to the conditions in the Business Combination Agreement and in accordance with, the relevant provisions of the General Corporation Law of the State of Delaware. At the effective time of the merger, all shares of common stock of Computex shall be canceled and Holdings, as sole stockholder of Computex, shall be entitled to receive an amount equal to $60,000,000 as of the closing of the transactions (subject to certain potential adjustments set forth in the Business Combination Agreement) (the "Consideration Amount"). At the effective time of the merger, Pensare shall deliver the merger consideration to Holdings as follows: (i) an amount of cash equal to the product of cash raised by Pensare in a private placement of its securities in connection with the closing of the Business Combination less $5,000,000, multiplied by 0.67, which shall not be greater than $20,000,000; (ii) shares of common stock of Pensare equal in value to the Consideration Amount minus the cash paid to Holdings and (iii) shares of the same securities, other than common stock, issued in any private placements prior to the Business Combination equal in value to $5,000,000.

        At the Special Meeting, Company stockholders will be asked to adopt the Business Combination Agreement and approve the transactions contemplated thereby, including the Business Combination. In addition, you are being asked to consider and vote upon (ii) a proposal to approve and adopt amendments to the Company's current certificate of incorporation (the "Certificate Proposal") to: (A) change our name to American Virtual Cloud Technologies, Inc.; (B) remove certain provisions related to our status as a blank check company; and (C) make certain other changes that our board of directors deems appropriate for a public operating company, (iii) a proposal to approve the American Virtual Cloud Technologies, Inc. 2020 Incentive Compensation Plan, a copy of which is attached to this proxy statement as Annex B (the "Incentive Plan"), including the authorization of the initial share reserve under the Incentive Plan and also for the purpose of complying with Section 162(m) of the Internal Revenue Code of 1986, as amended, (the "Incentive Plan Proposal") and (iv) a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Certificate Proposal, or the Incentive Plan Proposal (the "Adjournment Proposal"). A copy of our proposed amended and restated certificate of incorporation reflecting the Certificate Proposal, assuming the consummation of the Business Combination, is attached as Annex C to the accompanying proxy statement.

        Each of these proposals is more fully described in the accompanying proxy statement.

        Under the Business Combination Agreement, the closing of the Business Combination is subject to a number of conditions, including (i) that the Business Combination has been approved by Pensare's stockholders; (ii) that no governmental authority has enacted, issued, promulgated, enforced or entered


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any law, rule, regulation, or order which would prohibit the consummation of the Business Combination, and (iii) that immediately prior to the effective time of the Business Combination, Pensare shall have at least an aggregate of $35,000,000 of cash after satisfaction of various obligations. If any of the conditions to Computex's obligation to consummate the Business Combination are not satisfied, then Computex will not be required to consummate the Business Combination.

        Pensare's common stock, units, warrants and rights are currently listed on The NASDAQ Stock Market ("NASDAQ") under the symbols "WRLS," "WRLSU," "WRLSW" and "WRLSR," respectively. We intend to apply to continue the listing of our common stock and warrants on NASDAQ under the symbols "PNSR" and "PNSRW", respectively, following the closing of the Business Combination. At the closing of the Business Combination, each unit will separate into its components consisting of one share of common stock, one-half of one warrant (each whole warrant entitling the holder thereof to purchase one share of our common stock) and one right to receive one-tenth of one share of our common stock. The rights will be converted into shares of common stock in connection with the closing of the Business Combination, but we will not issue fractional shares.

        Pursuant to Pensare's amended and restated certificate of incorporation, Pensare is providing its public stockholders with the opportunity to redeem all or a portion of their shares of the Company's common stock at a per-share price, payable in cash, equal to the aggregate amount then on deposit in Pensare's trust account as of two business days prior to the consummation of the Business Combination, including interest, less taxes payable, divided by the number of then outstanding shares of Pensare's common stock that were sold as part of the units in Pensare's initial public offering ("IPO"), which are referred to collectively as public shares, subject to the limitations described herein. For illustrative purposes, based on funds in the trust account of approximately $1.87 million on January 31, 2020, the estimated per share redemption price would have been approximately $10.89. Public stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal. Holders of Pensare's outstanding public warrants and rights do not have redemption rights in connection with the Business Combination. The holders of Pensare's founder shares have agreed to waive their redemption rights with respect to their founder shares and the private placement warrants (as defined herein), so long as the private placement warrants are held by the initial holders or their permitted transferees, and all founder shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, the initial stockholders collectively own approximately 97.9% of Pensare's issued and outstanding shares of common stock.

        Pensare is providing this proxy statement and accompanying proxy card to its stockholders in connection with the solicitation of proxies to be voted at the special meeting and at any adjournments or postponements of the special meeting. Whether or not you plan to attend the special meeting, we urge you to read this proxy statement (and any documents incorporated into this proxy statement by reference) carefully.

        Pensare's board of directors has approved the Business Combination Agreement and recommends that its stockholders vote FOR each of the proposals presented to its stockholders. When you consider the board recommendation of these proposals, you should keep in mind that Pensare's directors and officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section entitled "The Business Combination—Interests of Pensare's Directors and Officers in the Business Combination."

        Approval of the Business Combination Proposal requires the affirmative vote of a majority of the outstanding shares of common stock present and entitled to vote at the special meeting. Approval of the Certificate Proposal requires the affirmative vote of a majority of the outstanding shares of Pensare common stock entitled to vote at the special meeting. Approval of the Incentive Plan Proposal and the Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of Pensare common stock that are voted thereon at the special meeting of stockholders. The boards of directors of Pensare and Computex have already approved the Business Combination Agreement and the Business Combination.


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        Pensare has no specified maximum redemption threshold under its amended and restated certificate of incorporation. It is a condition to closing under the Business Combination Agreement, however, that Pensare has, in the aggregate, not less than $35,000,000 of cash that is available for distribution upon the consummation of the Business Combination. If redemptions by Pensare public stockholders cause Pensare to be unable to meet this closing condition, then Computex will not be required to consummate the Business Combination, although it may, in its sole discretion, waive this condition. In the event that Computex waives this condition, Pensare does not intend to seek additional stockholder approval or to extend the time period in which its public stockholders can exercise their redemption rights. In no event, however, will Pensare redeem public shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of the Business Combination.

        The Sponsors and Pensare's executive officers and independent directors have agreed to vote their founder shares and any other shares held by them in favor of the Business Combination Proposal.

        Your vote is very important. If you are a holder of record, you must submit the enclosed proxy card. Please vote as soon as possible to ensure that your vote is counted, regardless of whether you expect to attend the applicable special meeting(s) in person. Please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided.

        If you hold your shares in "street name" through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the special meeting.

        If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the proposals presented at the special meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the special meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting of stockholders and, if a quorum is present, will have the effect of a vote against the Business Combination Proposal and the Certificate Proposal and no effect on the Incentive Plan Proposal or the Adjournment Proposal. If you are a stockholder of record and you attend the special meeting and wish to vote in person, you may withdraw your proxy and vote in person.

        On behalf of the board of directors of Pensare, I thank you for your support and we look forward to the successful completion of the Business Combination.

    Sincerely,

 

 

/s/ DARRELL J. MAYS

Darrell J. Mays
Chief Executive Officer

        February 13, 2020

        This proxy statement is dated February 13, 2020 and is first being mailed to stockholders of the Company on or about that date.

        NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.


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PENSARE ACQUISITION CORP.
1720 Peachtree Street, Suite 629
Atlanta, GA 30309

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
OF PENSARE ACQUISITION CORP.
To Be Held On February 27, 2020

To the Stockholders of Pensare Acquisition Corp.:

        NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the "special meeting") of Pensare Acquisition Corp., a Delaware corporation ("Pensare" or the "Company"), will be held on February 27, 2020, at 11:00 a.m., Eastern time, at the offices of Greenberg Traurig, LLP, 200 Park Avenue, New York, NY 10166. You are cordially invited to attend the special meeting for the following purposes:

            (1)   The Business Combination Proposal: to consider and vote upon a proposal to approve and adopt the Business Combination Agreement, dated as of July 25, 2019, as amended and as it may be further amended (the "Business Combination Agreement"), by and between the Company and Stratos Management Systems, Inc., a Delaware corporation (together with its subsidiaries, "Computex"), Tango Merger Sub Corp., a Delaware corporation ("Merger Sub") and Stratos Management Systems Holdings, LLC, a Delaware limited liability company ("Holdings"), and the transactions contemplated thereby, including the approval for purposes of NASDAQ Listing Rule 5635 of the issuance pursuant to the Business Combination Agreement of a number of shares of Pensare Common Stock that exceeds 20% of the number of shares of Pensare Common Stock that is currently outstanding (collectively, the "Business Combination Proposal");

            (2)   The Certificate Proposal: to consider and vote upon a proposal to approve our amended and restated certificate of incorporation to, among other things:

      change our name to American Virtual Cloud Technologies, Inc.;

      remove certain provisions related to our status as a blank check company; and

      make certain other changes that our board of directors deems appropriate for a public operating company (the "Certificate Proposal"); and

            (3)   The Incentive Plan Proposal: to consider and vote upon a proposal to approve and adopt the American Virtual Cloud Technologies, Inc. 2020 Incentive Compensation Plan (the "Incentive Plan Proposal"); and

            (4)   The Adjournment Proposal: to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote (the "Adjournment Proposal").

        Only holders of record of our common stock at the close of business on January 24, 2020 are entitled to notice of the special meeting of stockholders and to vote at the special meeting and any adjournments or postponements of the special meeting. A complete list of our stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.

        Pursuant to our amended and restated certificate of incorporation, we are providing our public stockholders with the opportunity to redeem their shares of our common stock for cash equal to their pro rata share of the aggregate amount on deposit in the trust account which holds the proceeds of our initial public offering as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, upon the consummation of the Business Combination. For illustrative purposes, based on funds in the trust account of approximately $1.87 million on January 31,


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2020, the estimated per share redemption price would have been approximately $10.89. Public stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal. Holders of our outstanding public warrants do not have redemption rights with respect to such warrants in connection with the Business Combination. All of the holders of Pensare shares issued prior to our initial public offering, which we refer to as "Founder Shares," have agreed to waive their redemption rights with respect to their Founder Shares and our initial stockholders, other than our independent directors, have agreed to waive their redemption rights with respect to any public shares that they may have acquired during or after our initial public offering in connection with the completion of our Business Combination. The Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, Pensare Sponsor Group, LLC, which we refer to as our "Sponsor," owns approximately 72.1% of our issued and outstanding shares of common stock, consisting of 75.0% of the Founder Shares.

        The transactions contemplated by the Business Combination Agreement will be consummated only if (x) a majority of the outstanding shares of common stock of the Company that are voted at the special meeting of the stockholders are voted in favor of the Business Combination Proposal and (y) the Certificate Proposal is approved. We have no specified maximum redemption threshold under our amended and restated certificate of incorporation. Each redemption of public shares by our public stockholders will decrease the amount in our trust account. In no event, however, will we redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our Business Combination.

        Your attention is directed to the proxy statement accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of our proposals. We encourage you to read this proxy statement carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali LLC, at (800) 662-5200 (toll free) or (203) 658-9400. This notice of meeting and the accompanying proxy statement are available at https://www.cstproxy.com/pensaregrp/sm2020.

    By Order of the Board of Directors,
February 13, 2020    

 

 

/s/ LAWRENCE E. MOCK, JR.

Lawrence E. Mock, Jr.
Chairman of the Board

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ABOUT THIS PROXY STATEMENT

    1  

FREQUENTLY USED TERMS

    2  

QUESTIONS AND ANSWERS

    4  

SUMMARY OF THE PROXY STATEMENT

    14  

SELECTED HISTORICAL FINANCIAL DATA OF COMPUTEX

    22  

SELECTED HISTORICAL FINANCIAL DATA OF PENSARE

    24  

SELECTED UNAUDITED CONDENSED COMBINED PRO FORMA FINANCIAL INFORMATION

    25  

COMPARATIVE PER SHARE DATA

    26  

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    27  

RISK FACTORS

    29  

SPECIAL MEETING OF PENSARE STOCKHOLDERS

    59  

THE BUSINESS COMBINATION

    65  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

    85  

THE BUSINESS COMBINATION AGREEMENT

    104  

CERTAIN AGREEMENTS RELATING TO THE BUSINESS COMBINATION

    114  

PROPOSALS TO BE CONSIDERED BY PENSARE'S STOCKHOLDERS

    115  

PROPOSAL NO. 1—THE PENSARE BUSINESS COMBINATION PROPOSAL

    115  

PROPOSAL NO. 2—THE CERTIFICATE PROPOSAL

    116  

PROPOSAL NO. 3—INCENTIVE PLAN PROPOSAL

    122  

PROPOSAL NO. 4—THE PENSARE ADJOURNMENT PROPOSAL

    132  

INFORMATION ABOUT COMPUTEX

    133  

EXECUTIVE COMPENSATION OF COMPUTEX

    142  

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF COMPUTEX AND SUBSIDIARIES

    145  

CERTAIN COMPUTEX RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

    162  

INFORMATION ABOUT PENSARE

    163  

PENSARE MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    177  

CERTAIN PENSARE RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

    186  

DESCRIPTION OF PENSARE SECURITIES

    190  

COMPARISON OF YOUR RIGHTS AS A HOLDER OF PENSARE COMMON STOCK AND YOUR RIGHTS AS A POTENTIAL HOLDER OF THE COMBINED ENTITY'S SHARES

    194  

SHARES ELIGIBLE FOR FUTURE SALE

    198  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    200  

PRICE RANGE OF SECURITIES AND DIVIDENDS

    202  

ADDITIONAL INFORMATION

    203  

WHERE YOU CAN FIND MORE INFORMATION

    205  

INDEX TO FINANCIAL STATEMENTS

    F-1  

ANNEXES

       

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ABOUT THIS PROXY STATEMENT

        This document constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, with respect to the special meeting of Pensare stockholders at which Pensare stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters.

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FREQUENTLY USED TERMS

        Unless otherwise stated or unless the context otherwise requires, the terms "we," "us," "our," the "Company" and "Pensare" refer to Pensare Acquisition Corp., the terms "Computex" means Stratos Management Systems, Inc., a Delaware corporation and its subsidiaries, and the terms "combined company" and "post-transaction company" refer to Pensare and Computex together following the consummation of the Business Combination.

        In this document:

        "Broker Non-Vote" means the failure of a Pensare stockholder, who holds his, her or its shares in "street name" through a broker or other nominee, to give voting instructions to such broker or other nominee.

        "Business Combination" means the transactions contemplated by the Business Combination Agreement.

        "Business Combination Agreement" means the Business Combination Agreement, dated as of July 25, 2019, as amended and as may be further amended, by and among Pensare, Stratos Management Systems, Inc., a Delaware corporation ("Stratos") Tango Merger Sub Corp., a Delaware corporation ("Merger Sub") and Stratos Management Systems Holdings, LLC, a Delaware limited liability company ("Holdings").

        "Closing" means the closing of the Business Combination.

        "Code" means the Internal Revenue Code of 1986, as amended.

        "DGCL" means the Delaware General Corporation Law.

        "EBC" means EarlyBirdCapital, Inc.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended.

        "Founder Shares" means the shares of Pensare Common Stock issued prior to Pensare's initial public offering.

        "Initial Stockholders" means the holders of the Founder Shares prior to Pensare's initial public offering.

        "Merger" means the merger of Stratos with and into Merger Sub, with Merger Sub surviving such merger as a wholly-owned subsidiary of the Company.

        "Nasdaq" means the NASDAQ Stock Market LLC.

        "Pensare" means Pensare Acquisition Corp.

        "Pensare Adjournment Proposal" means a proposal to adjourn the special meeting of the stockholders of Pensare to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Pensare Business Combination Proposal.

        "Pensare Business Combination Proposal" means the proposal for the stockholders of Pensare to approve the adoption of the Merger and the Business Combination Agreement, including the approval for purposes of NASDAQ Listing Rule 5635 of the issuance pursuant to the Business Combination Agreement of a number of shares of Pensare Common Stock that exceeds 20% of the number of shares of Pensare Common Stock that is currently outstanding.

        "Pensare Common Stock" means the common stock, par value $0.0001 per share, of Pensare.

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        "Private Placement Warrants" means the warrants to purchase Pensare Common Stock purchased by certain of the Initial Stockholders in a private placement in connection with Pensare's initial public offering.

        "Public Shares" means shares of Pensare Common Stock issued as part of the units sold in Pensare's initial public offering.

        "Public Stockholders" means the holders of Public Shares, other than the Initial Stockholders.

        "Public Warrants" means the Warrants included in the units sold in Pensare's initial public offering, each of which is exercisable for one half of one share of Pensare Common Stock, in accordance with its terms.

        "SEC" means the U.S. Securities Exchange Commission.

        "Sponsor" means Pensare Sponsor Group, LLC.

        "Trust Account" means the trust account that holds a portion of the proceeds of Pensare's initial public offering and the concurrent sale of the Private Placement Warrants.

        "U.S. GAAP" means United States generally accepted accounting principles.

        "Warrant Agreement" means the warrant agreement, dated July 27, 2017, by and between Pensare and Continental Stock Transfer & Trust Company governing Pensare's outstanding warrants.

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QUESTIONS AND ANSWERS

        The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meeting, including with respect to the proposed Business Combination. The following questions and answers may not include all the information that is important to Pensare stockholders. Stockholders are urged to read carefully this entire proxy statement, including the annexes and the other documents referred to herein.

Q:
Why am I receiving this proxy statement?

A:
Pensare stockholders are being asked to consider and vote upon, among other things, the Business Combination Proposal to approve and adopt the Business Combination Agreement and the transactions contemplated thereby, pursuant to which Stratos will merge with and into Merger Sub, with Merger Sub surviving the Merger as a wholly owned subsidiary of Pensare.

    A copy of the Business Combination Agreement is attached to this proxy statement as Annex A. This proxy statement and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the special meeting. You should read this proxy statement and its annexes carefully and in their entirety.

    Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement and its annexes.

Q:
What is being voted on at the special meeting?

A:
Below are the proposals on which Pensare's stockholders will vote at the special meeting.

1.
The Business Combination Proposal—To consider and vote upon a proposal to approve and adopt the Business Combination Agreement and the Business Combination, including the approval for purposes of NASDAQ Listing Rule 5635 of the issuance pursuant to the Business Combination Agreement of a number of shares of Pensare Common Stock that exceeds 20% of the number of shares of Pensare Common Stock that is currently outstanding.

2.
The Certificate Proposal—To consider and vote upon a proposal to approve the amendment by virtue of the Merger, of Pensare's amended and restated certificate of incorporation, including three sub-proposals to:

    change Pensare's name to "American Virtual Cloud Technologies, Inc."

    make certain other changes to Pensare's amended and restated certificate of incorporation, including the elimination of certain provisions related to our initial business combination that will no longer be relevant following the Closing.

    make certain other changes that our board of directors deems appropriate for a public operating company.

3.
The Incentive Plan Proposal: to consider and vote upon a proposal to approve and adopt the American Virtual Cloud Technologies, Inc. 2020 Incentive Compensation Plan.

4.
The Adjournment Proposal—To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal and/or the Certificate Proposal (the "Adjournment Proposal" and, together with the Business Combination Proposal, the Certificate Proposal and the Incentive Plan Proposal, the "Proposals").

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Q:
Are the Proposals conditioned on one another?

A:
No. Neither the Business Combination Proposal, the Certificate Proposal, the Incentive Plan Proposal or the Adjournment Proposal is conditioned on any other proposal. The Adjournment Proposal does not require the approval of any other proposal to be effective and will only be presented at the special meeting if there are not sufficient votes to approve one or more of the other proposals.

Q:
Why is Pensare providing stockholders with the opportunity to vote on the Business Combination?

A:
Because Stratos will be merged with and into Merger Sub, with Merger Sub surviving the Merger as a wholly owned subsidiary of Pensare, under Delaware law, the Business Combination Agreement must be adopted by the holders of a majority of the outstanding shares of our voting stock. Additionally, under our amended and restated certificate of incorporation, we must provide all Public Stockholders with the opportunity to have their Public Shares redeemed upon the consummation of our initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, we have elected to provide our stockholders with the opportunity to have their Public Shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, we are seeking to obtain the approval of our stockholders of the Business Combination Proposal in order to comply with Delaware law and to allow our Public Stockholders to effectuate redemptions of their Public Shares in connection with the Closing. The approval of our stockholders of the Business Combination Proposal is also a condition to the Closing in the Business Combination Agreement.

Q:
What will happen in the Business Combination?

A:
At the Closing, Stratos will merge with and into Merger Sub, with Merger Sub surviving the Merger as a wholly owned subsidiary of Pensare. At the effective time of the Merger, all shares of common stock of Stratos shall be canceled and Holdings, as sole stockholder of Stratos, shall be entitled to receive an amount equal to $60,000,000, which amount will be reduced by the estimated amount of Computex's net debt and increased or decreased by the amount by which Computex's estimated net working capital is greater than or less than -$4,300,000, respectively, as of the Closing, as set forth in the Business Combination Agreement (the "Consideration Amount"). At the effective time of the Merger, Pensare shall deliver the Consideration Amount to Holdings as follows: (i) an amount of cash equal to the product of cash raised by Pensare in the private placement of its securities in connection with the closing of the Business Combination (the "PIPE") less $5,000,000 multiplied by 0.67, which shall not be greater than $20,000,000; (ii) shares of Pensare Common Stock equal in value to the Consideration Amount minus the cash paid to Holdings and (iii) shares of the same securities, other than Pensare Common Stock, issued in the PIPE equal in value to $5,000,000.

    For additional information about the Merger, the consideration to be received in the Business Combination and the Business Combination generally, see the section entitled "The Business Combination Agreement."

Q:
What conditions must be satisfied to complete the Business Combination?

A:
There are a number of closing conditions in the Business Combination Agreement, including (i) the approval by our stockholders of the Business Combination Proposal, the Charter Proposal, and the Incentive Plan Proposal; (ii) that no governmental authority has enacted, issued, promulgated, enforced or entered any law, rule, regulation, or order which would prohibit the consummation of the Merger; and (iii) that immediately prior to the effective time of the Merger, Pensare shall have at least an aggregate of $35,000,000 of cash after satisfaction of various

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    obligations. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled "The Business Combination Agreement."

Q:
How will Pensare's amended and restated certificate of incorporation be amended in connection with the Business Combination pursuant to the Certificate Proposal?

A:
The amendments to Pensare's amended and restated certificate of incorporation to be made in connection with the Business Combination pursuant to the Certificate Proposal will, among other things, (i) eliminate certain provisions relating to Pensare being a special purpose acquisition company that will no longer be applicable to the combined company following the Closing, (b) increase the number of authorized shares of common stock from 100,000,000 to 500,000,000 and change the par value from $0.001 to $0.0001 per share, (c) increase the number of authorized shares of preferred stock from 1,000,000 to 5,000,000 and change the par value from $0.001 to $0.0001 per share, (d) create another class of directors so that there will be three classes of directors following the Closing and (e) eliminate the ability of stockholders to act by written consent (thereby requiring stockholders to act only at a duly called annual or special meeting of stockholders). See the section entitled "Proposal No. 2—The Certificate Proposal" for additional information.

Q:
What happens if I sell my shares of Pensare Common Stock before the special meeting?

A:
The record date for the special meeting is earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of Pensare Common Stock after the record date, but before the special meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting. However, you will not be able to seek redemption of your shares of Pensare Common Stock because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination in accordance with the provisions described herein. If you transfer your shares of Pensare Common Stock prior to the record date, you will have no right to vote those shares at the special meeting or redeem those shares for a pro rata portion of the proceeds held in the Trust Account.

Q:
What vote is required to approve the Proposals presented at the special meeting?

A:
Approval of the Business Combination Proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Pensare Common Stock present and entitled to vote thereon at the special meeting. Approval of the Certificate Proposal requires the affirmative vote of a majority of the outstanding shares of Pensare Common Stock entitled to vote at the special meeting. Approval of each of the Incentive Plan Proposal and the Adjournment Proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Pensare Common Stock entitled to vote and actually cast thereon at the special meeting.

Q:
May our Sponsor, directors, officers, advisors or their affiliates purchase shares in connection with the Business Combination?

A:
In connection with the stockholder vote to approve the proposed Business Combination, our Sponsor, directors, officers, or advisors or their respective affiliates may privately negotiate transactions to purchase shares from stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per share pro rata portion of the Trust Account. None of our Sponsor, directors, officers or advisors or their respective affiliates will make any such purchases when they are in possession of any material non-public information. Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of our shares, is no longer the beneficial owner

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    thereof and, therefore, agrees not to exercise its redemption rights, and could include a contractual provision that directs such stockholder to vote such shares in a manner directed by the purchaser. In the event that our Sponsor, directors, officers or advisors or their affiliates purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the per share pro rata portion of the Trust Account.

Q:
How many votes do I have at the special meeting?

A:
Pensare's stockholders are entitled to one vote at the special meeting for each share of Pensare Common Stock held of record as of January 24, 2020, the record date for the special meeting. As of the close of business on January 24, 2020, there were 7,932,977 outstanding shares of Pensare Common Stock.

Q:
What constitutes a quorum at the special meeting?

A:
A quorum of Pensare's stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting of stockholders if a majority of the Pensare Common Stock outstanding and entitled to vote at the special meeting of stockholders is represented in person or by proxy. Abstentions will count as present for the purposes of establishing a quorum.

Q:
How will Pensare's Sponsor, directors and officers vote?

A:
In connection with our initial public offering, we entered into an agreement with our Sponsor and each of our directors and officers, pursuant to which each agreed to vote any shares of Pensare Common Stock owned by them in favor of the Business Combination Proposal. Currently, our Sponsor, directors and officers collectively own approximately 75% of our issued and outstanding shares of Pensare Common Stock, including the Founder Shares. See the section entitled "Security Ownership of Certain Beneficial Owners and Management" for additional information.

Q:
What interests do the current officers and directors have in the Business Combination?

A:
In considering the recommendation of our board of directors to vote in favor of the Business Combination, stockholders should be aware that, aside from their interests as stockholders, our Sponsor and our directors and officers have interests in the Business Combination that are different from, or in addition to, those of other stockholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to stockholders that they approve the Business Combination. Stockholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

the beneficial ownership of the Sponsor and our officers and directors of an aggregate of 5,953,500 shares of Pensare Common Stock, which shares would become worthless if Pensare does not complete an initial business combination within the applicable time period, as our Initial Stockholders have waived any right to redemption with respect to these shares. Such shares have an aggregate market value of approximately $62.7 million based on the closing price of the Pensare Common Stock of $10.54 on Nasdaq on February 12, 2020;

the beneficial ownership of our Sponsor of 7,017,290 warrants to purchase 7,017,290 shares of Pensare Common Stock, which warrants would expire and become worthless if we do not complete a business combination within the applicable time period. Such warrants have an aggregate market value of approximately $2.3 million based on the closing price of our warrants of $0.33 on Nasdaq on February 12, 2020;

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    the chairman of our board of directors and a director of Computex, Mr. Mock, is the Managing Partner of Navigation Capital Partners, which is Computex's controlling shareholder, and pursuant to the Business Combination Agreement, in addition to continuing to serve as the Chairman of Pensare's board of directors, Mr. Mock will remain on the Surviving Corporation's board of directors upon the Closing;

    working capital loans from our Sponsor in an aggregate amount of approximately $8.3 million, as of December 31, 2019, which will be repaid only if Pensare completes an initial business combination; and

    the continued indemnification of our current directors and officers and the continuation of directors' and officers' liability insurance after the Business Combination.

        These interests may influence our directors in making their recommendation that you vote in favor of the Business Combination Proposal, and the transactions contemplated thereby.

Q:
What happens if I vote against the Business Combination Proposal?

A:
Under Pensare's amended and restated certificate of incorporation, if the Business Combination Proposal is not approved and we do not otherwise consummate an alternative business combination by April 1, 2020, we will (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the Public Shares for cash for a redemption price per share equal to the amount then held in the Trust Account, including the interest earned thereon, less any income or franchise taxes payable, divided by the total number of Public Shares then outstanding (which redemption will completely extinguish such holders' rights as stockholders, including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to approval of our then stockholders and subject to the requirements of the DGCL, including the adoption of a resolution by our board of directors pursuant to Section 275(a) of the DGCL finding the dissolution of the Company advisable and the provision of such notices as are required by said Section 275(a) of the DGCL, dissolve and liquidate the balance of the Company's net assets to its remaining stockholders, as part of the Company's plan of dissolution and liquidation, subject (in the case of clauses (ii) and (iii) above) to the Company's obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

Q:
Do I have redemption rights?

A:
If you are a holder of Public Shares, you may elect to have your Public Shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest not previously released to Pensare to pay its franchise and income taxes, by (b) the total number of Public Shares. However, Pensare will not redeem any Public Shares to the extent that such redemption would result in Pensare having net tangible assets as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act of less than $5,000,001 upon consummation of our Business Combination. You do not have to be a holder of Public Shares as of the record date or vote on the any of the proposals in order to redeem your Public Shares. Our Sponsor, directors and officers have agreed to waive their redemption rights with respect to any shares of Pensare's capital stock they may hold in connection with the consummation of the Business Combination. The Founder Shares will be excluded from the pro rata calculation used to determine the per share redemption price. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account as of January 31, 2020 of approximately $1.87 million, the estimated per share redemption price would

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    have been approximately $10.89. Additionally, shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the Trust Account (including interest not previously released to us to pay our franchise and income taxes) in connection with the liquidation of the Trust Account or if we subsequently complete a different business combination on or prior to April 1, 2020.

Q:
Will how I vote affect my ability to exercise redemption rights?

A:
No. You may exercise your redemption rights whether you vote your shares of Pensare Common Stock for or against or abstain from voting on the Business Combination Proposal or any other Proposal described in this proxy statement. As a result, the Business Combination can be approved by stockholders who will redeem their shares and no longer remain stockholders.

Q:
How do I exercise my redemption rights?

A:
You do not need to be a stockholder as of the record date in order to exercise redemption rights with respect to your Public Shares. In order to exercise your redemption rights, you must, prior to 4:30 p.m. Eastern time on February 25, 2020 (two business days before the special meeting), (i) submit a written request to our transfer agent that we redeem your Public Shares for cash, and (ii) deliver your Public Shares to our transfer agent physically or electronically through the Depository Trust Company ("DTC"). The address of Continental Stock Transfer & Trust Company, our transfer agent, is listed below. The Company requests that any requests for redemption include the identity as to the beneficial owner making such request. Electronic delivery of your Public Shares generally will be faster than delivery of physical share certificates.

    A physical share certificate will not be needed if your shares are delivered to our transfer agent electronically. In order to obtain a physical share certificate, a stockholder's broker and/or clearing broker, DTC and our transfer agent will need to act to facilitate this request. It is our understanding that stockholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, because we do not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical share certificate. If it takes longer than anticipated to obtain a physical certificate, stockholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

    Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to our transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the following address:

Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, New York 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com

Q:
What are the U.S. federal income tax consequences of exercising my redemption rights?

A:
Whether the redemption is subject to U.S. federal income tax depends on your particular facts and circumstances. See the section entitled "Certain U.S. Federal Income Tax Considerations." We urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

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Q:
If I am a right holder or warrant holder, can I exercise redemption rights with respect to my rights or warrants?

A:
No. The holders of our rights or warrants have no redemption rights with respect to our rights or warrants.

Q:
What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

A:
If the Business Combination Proposal is approved, Pensare intends to use a portion of the funds held in the Trust Account to pay (i) Pensare's aggregate costs, fees and expenses in connection with the consummation of the Business Combination, (ii) tax obligations and deferred underwriting commissions from Pensare's initial public offering and (iii) any redemptions of Public Shares. The remaining balance in the Trust Account, together with proceeds received from the sale by Pensare of any other securities prior to the Closing, will be contributed by Pensare to Computex and, will become funds of Computex. Computex expects to use such funds to pay expenses incurred by Computex in connection with the Business Combination, to repay existing Computex debt, to fund future acquisitions or for other general corporate purposes. See the section entitled "The Business Combination Agreement" for additional information.

Q:
Did Pensare's board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A:
Yes. On July 24, 2019, Cassel Salpeter & Co., LLC ("Cassel Salpeter") rendered its oral opinion to Pensare's board of directors (which was confirmed in writing by delivery of Cassel Salpeter's written opinion dated such date) as to, as of July 24, 2019, the fairness, from a financial point of view, to Penasare of the consideration to be issued and paid by Pensare in the Merger pursuant to the Business Combination Agreement (the "Merger Consideration"). The summary of the opinion in this proxy statement is qualified in its entirety by reference to the full text of the written opinion, which is included as Annex D to this proxy statement and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Cassel Salpeter in preparing its opinion. However, neither Cassel Salpeter's written opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and do not constitute, advice or a recommendation to any stockholder as to how such stockholder should act or vote with respect to any matter relating to the proposed Merger.

    The opinion was addressed to Pensare's board of directors for the use and benefit of the members of Pensare's board of directors (in their capacities as such) in connection with Pensare's board of directors' evaluation of the Merger. Cassel Salpeter's opinion was just one of the several factors that Pensare's board of directors took into account in making its determination to approve the Merger, including those described elsewhere in this proxy statement.

Q:
What happens if the Business Combination is not consummated or is terminated?

A:
There are certain circumstances under which the Business Combination Agreement may be terminated. See the section entitled "The Business Combination Agreement" for additional information regarding the parties' specific termination rights. In accordance with Pensare's amended and restated certificate of incorporation, if an initial business combination is not consummated by April 1, 2020 we will (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the Public Shares for cash for a redemption price per share equal to the amount then held in the Trust Account, including the interest earned thereon, less any income or franchise

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    taxes payable, divided by the total number of Public Shares then outstanding (which redemption will completely extinguish such holders' rights as stockholders, including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to approval of our then stockholders and subject to the requirements of the DGCL, including the adoption of a resolution by our board of directors pursuant to Section 275(a) of the DGCL finding the dissolution of the Company advisable and the provision of such notices as are required by said Section 275(a) of the DGCL, dissolve and liquidate the balance of the Company's net assets to its remaining stockholders, as part of the Company's plan of dissolution and liquidation, subject (in the case of clauses (ii) and (iii) above) to the Company's obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

    Pensare expects that the amount of any distribution its Public Stockholders will be entitled to receive upon its dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Business Combination, subject in each case to Pensare's obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. Holders of our Founder Shares have waived any right to any liquidating distributions with respect to those shares.

    In the event of liquidation, there will be no distribution with respect to Pensare's outstanding rights or warrants. Accordingly, the rights and warrants will expire worthless.

Q:
When is the Business Combination expected to be consummated?

A:
It is currently anticipated that the Business Combination will be consummated promptly following the special meeting of Pensare stockholders to be held on February 27, 2020; provided that all the requisite stockholder approvals are obtained and other conditions to the consummation of the Business Combination have been satisfied or waived. For a description of the conditions for the completion of the Business Combination, see the section entitled "The Business Combination Agreement."

Q:
What do I need to do now?

A:
You are urged to read carefully and consider the information contained in this proxy statement, including "Risk Factors" and the annexes, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:
How do I vote?

A:
If you were a holder of record of shares of Pensare Common Stock on January 24, 2020, the record date for the special meeting, you may vote with respect to the Proposals in person at the special meeting or by completing signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in "street name," which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the special meeting and vote in person, obtain a proxy from your broker, bank or nominee.

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Q:
What will happen if I abstain from voting or fail to vote at the special meeting?

A:
At the special meeting, Pensare will count a properly executed proxy marked "ABSTAIN" with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, failure to vote or an abstention will have no effect on the Incentive Plan Proposal or the Adjournment Proposal, but will have the same effect as a vote AGAINST the Business Combination Proposal and the Certificate Proposal.

Q:
What will happen if I sign and submit my proxy card without indicating how I wish to vote?

A:
Signed and dated proxies received by Pensare without an indication of how the stockholder intends to vote on a proposal will be voted "FOR" each Proposal presented to the stockholders.

Q:
If I am not going to attend the special meeting in person, should I submit my proxy card instead?

A:
Yes. Whether you plan to attend the special meeting or not, please read this proxy statement carefully, and vote your shares by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q:
If my shares are held in "street name," will my broker, bank or nominee automatically vote my shares for me?

A:
No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. Pensare believes the Proposals presented to the stockholders will be considered non-discretionary, and therefore your broker, bank or nominee cannot vote your shares without your instruction. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q:
May I change my vote after I have submitted my executed proxy card?

A:
Yes. You may change your vote by sending a later-dated, signed proxy card to Pensare's secretary at the address listed below so that it is received by our secretary prior to the special meeting or attend the special meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to Pensare's secretary, which must be received prior to the special meeting.

Q:
What should I do if I receive more than one set of voting materials?

A:
You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

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Q:
Who can help answer my questions?

A:
If you have questions about the Proposals or if you need additional copies of the proxy statement or the enclosed proxy card you should contact:

Pensare Acquisition Corp.
1720 Peachtree Street, Suite 629
Atlanta, GA 30309

    You may also contact our proxy solicitor at:

Morrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Telephone: (800) 662-5200
(banks and brokers call collect at: (203) 658-9400)
Email: WRLS.info@morrowsodali.com

    To obtain timely delivery, our stockholders must request the materials no later than five business days prior to the special meeting.

    You may also obtain additional information about Pensare from documents filed with the United States Securities and Exchange Commission (the "SEC") by following the instructions in the section entitled "Where You Can Find More Information."

    If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to our transfer agent at least two business days prior to the special meeting in accordance with the procedures detailed under the question "How do I exercise my redemption rights?" If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, New York 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com

Q:
Who will solicit and pay the cost of soliciting proxies?

A:
Pensare will pay the cost of soliciting proxies for the special meeting. Pensare has engaged Morrow Sodali LLC, to assist in the solicitation of proxies for the special meeting. Pensare has agreed to pay Morrow Sodali LLC a fee of $7,500, plus disbursements. Pensare will reimburse Morrow Sodali LLC for reasonable out-of-pocket expenses and will indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. Pensare will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Pensare Common Stock for their expenses in forwarding soliciting materials to beneficial owners of Pensare Common Stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

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SUMMARY OF THE PROXY STATEMENT

        This summary highlights selected information from this proxy statement and may not contain all of the information that is important to you. To better understand the Business Combination and the proposals to be considered at the special meeting, you should read this entire proxy statement carefully, including the annexes. See also the section entitled "Where You Can Find More Information" beginning on page 205.

Parties to the Business Combination

    Pensare Acquisition Corp.

        Pensare is a blank check company formed pursuant to the laws of the State of Delaware on April 7, 2016 for the purpose of entering into a merger, stock exchange, asset acquisition, stock purchase, reorganization, recapitalization or other similar business combination with one or more businesses or entities. Upon the Closing, we intend to change our name from "Pensare Acquisition Corp." to American Virtual Cloud Technologies, Inc.

        Our common stock, units, warrants and rights are currently listed on Nasdaq under the symbols "WRLS," "WRLSU," "WRLSW" and "WRLSR," respectively. We intend to apply to continue the listing of our common stock and warrants on Nasdaq under the symbols "PNSR" and "PNSRW", respectively, following the Closing. At the closing of the Business Combination, each unit will separate into its components consisting of one share of common stock, one-half of one warrant (each whole warrant entitling the holder thereof to purchase one share of our common stock) and one right to receive one-tenth of one share of our common stock. The rights will be converted into shares of common stock in connection with the Closing, but we will not issue fractional shares.

        The mailing address of Pensare's principal executive office is 1720 Peachtree Street, Suite 629, Atlanta, GA 3030, and its telephone number is (404) 234-3098.

    Computex

        Computex is an IT solutions provider that delivers actionable outcomes for organizations by using IT and technology solutions to drive business outcomes and innovation. Leveraging its engineering talent, Computex assesses, designs, delivers, secures, and manages solutions comprised of leading technologies aligned with its customers' needs. Stratos was founded in 2012 and serves primarily as a holding company for its operating subsidiaries, First Byte Computers, Inc., Computex, Inc. and eNetsolutions, L.L.C., each of which do business as Computex Technology Solutions.

        The mailing address of Computex's principal executive office is 5355 W. Sam Houston Parkway N #390, Houston, TX 77041 and its telephone number is (713) 780-7580.

        For more information about Computex, see the section entitled "Information about Computex" and "Management's Discussion and Analysis of Financial Condition and Results of Operations of Computex and Subsidiaries."

The Business Combination

The Business Combination Agreement (see page 104)

        On July 24, 2019, Pensare entered into the Business Combination Agreement with Merger Sub, Holdings and Stratos for the purposes specified therein, pursuant to which, among other matters described in this proxy statement, Stratos will be merged with and into Merger Sub, with Merger Sub surviving the merger as a wholly-owned direct subsidiary of Pensare (the "Surviving Corporation"), on the terms and subject to the conditions set forth in the Business Combination Agreement, which was amended on December 20, 2019. A copy of the Business Combination Agreement is attached to this proxy statement as Annex A.

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        Prior to the Closing, the common stock of Stratos is held by Holdings, the sole stockholder of Stratos. Pursuant to the Business Combination Agreement, at the Closing, Holdings will be entitled to receive, as consideration, (i) an amount of cash equal to the product of cash raised by Pensare in the PIPE less $5,000,000 multiplied by 0.67, which shall not be greater than $20,000,000 (the "Cash Consideration"); (ii) shares of Pensare Common Stock equal in value to the Consideration Amount minus the Cash Consideration (the "Stock Consideration") and (iii) shares of the same securities issued in the PIPE, other than Pensare Common Stock, equal in value to $5,000,000 (the "PIPE Consideration" and together with the Cash Consideration and Stock Consideration, collectively, the "Merger Consideration").

        Following the Closing, the Merger will have occurred, in which the Surviving Corporation will become a wholly-owned direct subsidiary of Pensare.

        The Merger is to become effective by the filing of a certificate of merger with the Secretary of State of the State of Delaware and will become effective immediately upon such filing (the "Effective Time"). The parties will hold a Closing to verify that all closing conditions have been satisfied or waived immediately prior to the filing of the documents to effect the Business Combination. Pensare, Holdings, Stratos and Merger Sub will complete the Business Combination no later than five business day after the satisfaction or waiver of each of the conditions to the completion of the Business Combination (or on such other date, time or place as Pensare, Holdings, Stratos and Merger Sub may mutually agree to in writing).

        At the Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses and authority of Stratos and Merger Sub will vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of Stratos and Merger Sub will become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

        Pursuant to the Business Combination Agreement, the consideration amount is $60,000,000, to be adjusted with respect to the debt and net working capital of Computex as of the Closing.

        Pursuant to the Business Combination Agreement, the "Per Share Price" will mean the lower of (a) the average closing price of Pensare Common Stock on Nasdaq during the ten-consecutive trading day period ending on the third business day prior to the Closing Date or (b) if Pensare shall issue any shares of Pensare Common Stock prior to the Closing (including pursuant to the Private Placement (as defined below)), then the lowest price per share of Pensare Common Stock issued by Pensare.

        For more information see "The Business Combination Agreement—Consideration to be Received in the Business Combination; Delivery of Consideration."

Conditions to Complete the Business Combination (see page 111)

    Mutual Conditions

        Under the Business Combination Agreement, the respective obligations to consummate the Merger and the other transactions contemplated by the Business Combination Agreement are subject to the satisfaction or waiver of the following conditions:

    the Pensare Proposals will have been approved and adopted by the requisite affirmative vote of the stockholders of Pensare in accordance with this proxy statement, the DGCL, the organizational documents of Pensare and the rules and regulations of Nasdaq;

    the absence of any law, rule, regulation, judgment, decree, executive order or award then in effect or that has the effect of making the Merger or other transactions contemplated by the Business Combination Agreement illegal or otherwise prohibits their consummation; and

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    Pensare having available funds at the Closing of at least $35,000,000 after taking into account the redemption contemplated by the Business Combination Agreement and the sale and issuance by Pensare of Pensare Common Stock or other securities of Pensare in the PIPE.

    Pensare and Merger Sub Conditions

        Under the Business Combination Agreement, Pensare's and Merger Sub's obligations to consummate the Merger and the other transactions contemplated by the Business Combination Agreement are subject to the satisfaction or waiver of the following conditions, among others:

    the representations and warranties of Holdings and Computex being true and correct, subject to materiality standards contained in the Business Combination Agreement;

    performance and compliance in all material respects by Holdings and Computex with their agreements and covenants to be performed at or complied with on or prior to the Closing; and

    no Computex material adverse effect will have occurred since the date of the Business Combination Agreement.

    Holdings and Computex Conditions

        Under the Business Combination Agreement, Holdings' and Computex's obligations to consummate the Merger and the other transactions contemplated by the Business Combination Agreement are subject to the satisfaction or waiver of the following conditions, among others:

    the representations and warranties of Pensare and Merger Sub being true and correct, subject to materiality standards contained in the Business Combination Agreement;

    performance and compliance in all material respects by Pensare and Merger Sub with their agreements and covenants to be performed at or complied with on or prior to the Closing; and

    no material adverse effect of Pensare will have occurred since the date of the Business Combination Agreement.

        For more information about these and other closing conditions, see the section entitled "The Business Combination Agreement—Conditions to Complete the Business Combination."

Regulatory Approvals Required for the Business Combination (see page 84)

        Pensare and Computex are not aware of any regulatory approvals in the United States required for the consummation of the Business Combination.

        For more information about these regulatory matters, see the section entitled "The Business Combination—Regulatory Approvals Required for the Business Combination."

Termination of the Business Combination Agreement (see page 111)

        The Business Combination Agreement may be terminated by mutual written consent of Pensare and Holdings or by either Pensare or Holdings if(a) the Closing does not occur by the Outside Date, (b) consummation of the Business Combination is prohibited by law, (c) the Business Combination Agreement does not receive the requisite vote for approval at the meeting of the stockholders of Pensare duly convened or any adjournment or postponement thereof or (d) Pensare does not obtain an extension required as set forth in the Business Combination Agreement prior to the consummation of the Business Combination.

        Pensare may terminate the Business Combination Agreement if (a) Holdings or Computex has breached any of its representations, warranties, covenants or other agreements set forth in the Business

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Combination Agreement and such breach (i) would or does result in the failure to fulfill any condition to the Closing set forth in the Business Combination Agreement and (ii) if capable of being cured, has not been cured within thirty days following written notice from Pensare of such breach or (b) there will have occurred a Computex material adverse effect after the date of the Business Combination Agreement.

        Holdings may terminate the Business Combination Agreement if (a) Pensare and Merger Sub have breached any of their representations, warranties, covenants or other agreements set forth in the Business Combination Agreement and such breach (i) would or does result in the failure to fulfill any condition to the Closing set forth in the Business Combination Agreement and (ii) if capable of being cured, has not been cured within thirty days follows written notice from Holdings of such breach, or (b) there will have occurred a material adverse effect of Pensare after the date of the Business Combination Agreement.

        For more information about these termination rights, see the section entitled "The Business Combination Agreement—Termination of the Business Combination Agreement."

Amendment to the Charter (see page 116)

        Pursuant to the Business Combination Agreement, at the Effective Time, Pensare's charter will be amended and restated to, among other things:

    change our name to American Virtual Cloud Technologies, Inc.;

    remove certain provisions related to our status as a blank check company; and

    make certain other changes that our board of directors deems appropriate for a public operating company.

        For more information about these amendments to the charter, see the section entitled "Proposal No. 2—The Certificate Proposal."

Other Agreements Related to the Business Combination Agreement

        The Lock-Up Agreement (see page 114)

        In connection with the Business Combination, Pensare, Holdings and Navigation Capital Partners II, L.P. ("Navigation") will enter into a Lock-up Agreement at the Closing (the "Lock-up Agreement"). Under the terms of the Lock-up Agreement, Holdings and Navigation will agree not to sell or otherwise transfer certain of the shares of Pensare Common Stock issued to Holdings in the Business Combination which are beneficially owned by Navigation (or any of its permitted transferees) as specified therein. Such transfer restrictions will expire one year after the Closing or such earlier date as the Founder Shares held by Pensare's Initial Stockholders may be released from the escrow arrangements entered into in connection with Pensare's initial public offering.

        For more information about the Lock-up Agreement, see the section entitled "Certain Agreements Relating to the Business Combination Agreement—The Lock-Up Agreement."

Interests of Certain Persons in the Business Combination (see page 83)

        In considering the recommendation of our board of directors to vote in favor of the Business Combination, stockholders should be aware that, aside from their interests as stockholders, our Sponsor and our directors and officers have interests in the Business Combination that are different from, or in addition to, those of other stockholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to stockholders that they approve the Business Combination. Stockholders should take these interests into

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account in deciding whether to approve the Business Combination. These interests include, among other things:

    the beneficial ownership of the Sponsor and our officers and directors of an aggregate of 5,953,500 shares of Pensare Common Stock, which shares would become worthless if Pensare does not complete an initial business combination within the applicable time period, as our Initial Stockholders have waived any right to redemption with respect to these shares. Such shares have an aggregate market value of approximately $62.7 million based on the closing price of the Pensare Common Stock of $10.54 on Nasdaq on February 12, 2020;

    the beneficial ownership of our Sponsor of 7,017,290 warrants to purchase 7,017,290 shares of Pensare Common Stock, which warrants would expire and become worthless if we do not complete a business combination within the applicable time period. Such warrants have an aggregate market value of approximately $2.3 million based on the closing price of our warrants of $0.33 on Nasdaq on February 12, 2020;

    the chairman of our board of directors and a director of Computex, Mr. Mock, is the Managing Partner of Navigation Capital Partners, which is Computex's controlling shareholder, and pursuant to the Business Combination Agreement, in addition to continuing to serve as the Chairman of Pensare's board of directors, Mr. Mock will also remain on the Surviving Corporation's board of directors upon the Closing;

    working capital loans from our Sponsor in an aggregate amount of approximately $8.3 million, as of December 31, 2019, which will be repaid only if Pensare completes an initial business combination; and

    the continued indemnification of our current directors and officers and the continuation of directors' and officers' liability insurance after the Business Combination.

        These interests may influence our directors in making their recommendation that you vote in favor of the Business Combination Proposal, and the transactions contemplated thereby.

Reasons for the Approval of the Business Combination (see page 69)

        After careful consideration, our board of directors recommends that Pensare stockholders vote "FOR" each Proposal being submitted to a vote of the Pensare stockholders at the Pensare special meeting.

        For a description of Pensare's reasons for the approval of the Business Combination and the recommendation of our board of directors, see the section entitled "The Business Combination—Pensare's Board of Directors' Reasons for the Approval of the Business Combination."

Redemption Rights (see page 62)

        Pursuant to Pensare's amended and restated certificate of incorporation, any holders of Public Shares may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, less franchise and income taxes payable, calculated as of two business days prior to the consummation of the Business Combination. If demand is properly made and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account which holds the proceeds of Pensare's initial public offering as of two business days prior to the consummation of the Business Combination, less franchise and income taxes payable, upon the consummation of the Business Combination. For illustrative purposes, based on funds in the Trust Account of approximately $1.87 million on January 31, 2020, the estimated per share redemption price would have been approximately $10.89.

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        Redemption rights are not available to holders of rights or warrants in connection with the Business Combination. For more information about the redemption rights, see the section entitled "Special Meeting of Pensare Stockholders—Redemption Rights."

Board of Directors (see page 110)

        The composition of Pensare's board of directors will remain unchanged following the Business Combination.

Accounting Treatment of the Business Combination (see page 84)

        The Business Combination will be accounted for as a forward merger under the Acquisition Method in accordance with GAAP. Under this method of accounting, a new subsidiary of Pensare, Merger Sub, will be incorporated, Computex will be treated as the acquired company and Pensare will be treated as the acquirer for financial reporting purposes.

        The acquisition method of accounting is based on Financial Accounting Standards Board ("FASB") Accounting Standard Codification ("ASC") 805, Business Combinations ("ASC 805"), and uses the fair value concepts defined in FASB ASC 820, Fair Value Measurements ("ASC 820"). ASC 805 requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date by Pensare, who was determined to be the accounting acquirer.

        Under ASC 805, acquisition-related transaction costs are not included as a component of consideration transferred but are accounted for as expenses in the periods in which such costs are incurred, or if related to the issuance of debt, capitalized as debt issuance costs. Acquisition-related transaction costs expected to be incurred as part of the business combination, include estimated fees related to the issuance of long-term debt, as well as advisory, legal and accounting fees.

Appraisal or Dissenters' Rights (see page 64)

        No appraisal or dissenters' rights are available to holders of shares of Pensare Common Stock or Pensare Warrants or rights in connection with the Business Combination.

Other Proposals (see pages 116, 122, and 132)

        In addition to the Pensare Business Combination Proposal, Pensare stockholders will be asked to vote on the Certificate Proposal, the Incentive Plan Proposal and the Pensare Adjournment Proposal. For more information about the Certificate Proposal, the Incentive Plan Proposal or the Pensare Adjournment Proposal, see the sections entitled "Proposal No. 2—The Certificate Proposal," "Proposal No. 3—Incentive Plan Proposal" and "Proposal No. 4—The Pensare Adjournment Proposal."

Date, Time and Place of Special Meeting (see page 59)

        The special meeting of stockholders of Pensare will be held at 11:00 a.m., Eastern time, on February 27, 2020, at the offices of Greenberg Traurig, LLP, located at the MetLife Building, 200 Park Avenue, New York, NY 10166, or such other date, time and place to which such meeting may be adjourned or postponed, for the purpose of considering and voting upon the proposals.

Voting Power; Record Date (see page 60)

        You will be entitled to vote or direct votes to be cast at the special meeting if you owned shares of Common Stock at the close of business on January 24, 2020, which is the record date for the special meeting. You are entitled to one vote for each share of Common Stock that you owned as of the close of business on the record date. If your shares are held in "street name" or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the

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shares you beneficially own are properly counted. As of February 13, 2020 there were 7,932,977 shares of Pensare Common Stock outstanding in the aggregate, of which 170,477 are Public Shares and 5,953,500, or 75%, are Founder Shares held by our Sponsor, directors and officers.

Solicitation of Proxies (see page 64)

        Proxies may be solicited by mail. Pensare has engaged Morrow Sodali LLC to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the special meeting. A stockholder may also change its vote by submitting a later dated proxy as described in the section entitled "Special Meeting of Pensare Stockholders—Revocability of Proxies."

Quorum and Required Vote for Proposals for the Special Meeting (see page 61)

        A quorum of Pensare stockholders is necessary to hold a valid meeting. Holders of a majority of the shares of Pensare Common Stock issued and outstanding and entitled to vote at the special meeting, present in person or represented by proxy, constitute a quorum. Abstentions will count as present for the purposes of establishing a quorum.

        Approval of the Pensare Business Combination Proposal requires the affirmative vote of at least a majority of the outstanding shares of Pensare Common Stock present and entitled to vote at the special meeting of stockholders. Abstentions will have the same effect as a vote "AGAINST" the Pensare Business Combination Proposal. Broker Non-Votes will not have any effect on the outcome of the Business Combination proposal. The approval of the Certificate Proposal requires the affirmative vote of at least a majority of the outstanding shares of Pensare Common Stock entitled to vote at the special meeting of stockholders. Abstentions and Broker Non-Votes will have the same effect as a vote "AGAINST" the Certificate Proposal. The approval of the Incentive Plan Proposal and the Adjournment Proposal requires the affirmative vote of at least a majority of the shares of Pensare Common Stock that are voted thereon at the special meeting of stockholders. Accordingly, a Pensare stockholder's failure to vote by proxy or to vote in person at the special meeting, an abstention from voting, or a Broker Non-Vote will have no effect on the outcome of any vote on the Incentive Plan Proposal or the Adjournment Proposal.

Recommendation of Pensare Board of Directors (see page 59)

        Our board of directors believes that each of the Pensare Business Combination Proposal, the Certificate Proposal, the Incentive Plan Proposal and the Pensare Adjournment Proposal is in the best interest of Pensare and its stockholders and recommends that its stockholders vote "FOR" each of the Proposals to be presented at the special meeting.

        When you consider the recommendation of Pensare's board of directors in favor of approval of these Proposals, you should keep in mind that our Sponsor, members of our board of directors and officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests as a stockholder. Please see the section entitled "The Business Combination—Interests of Pensare's Directors and Officers in the Business Combination."

Risk Factors (see page 29)

        In evaluating the Proposals set forth in this proxy statement, you should carefully read this proxy statement, including the annexes, and especially consider the factors discussed in the section entitled "Risk Factors." On September 11, 2019 and September 23, 2019, we received written notices from the Listing Qualifications Department of Nasdaq indicating that we were not in compliance with Listing Rule 5550(a)(3), which requires us to have at least 300 public holders for continued listing on the NASDAQ Capital Market and Listing Rule 5550(a)(4), due to our failure to meet the minimum

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500,000 publicly held shares requirement for continued listing on the NASDAQ Capital Market. We submitted a plan to regain compliance with these rules on October 25, 2019 and were subsequently granted an extension to complete our business combination and demonstrate our compliance with Nasdaq's initial listing requirements by March 9, 2020. The listing of Pensare Common Stock on Nasdaq as of the Closing Date is a condition to each party's obligation to complete the Business Combination. In the event that Pensare Common Stock is not listed on Nasdaq as of the Closing Date, the consummation of the Business Combination might not occur. For more information, please see the risk factor entitled "Nasdaq may delist our securities from quotation on its exchange which could limit investors' ability to make transactions in our securities and subject us to additional trading restrictions" beginning on page 40.

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SELECTED HISTORICAL FINANCIAL DATA OF COMPUTEX

        The following table shows selected historical combined financial information of the businesses to be acquired by Pensare for the periods and as of the dates indicated. The selected historical combined financial information as of and for the years ended December 31, 2018 was derived from the audited historical combined financial statements of Computex included elsewhere in this proxy statement. The selected historical interim condensed combined financial information of Computex as of September 30, 2019 and for the nine months ended June 30, 2019 and 2018 was derived from the unaudited interim condensed combined financial statements of Computex included elsewhere in this proxy.

        Computex's historical results are not necessarily indicative of future operating results. The selected combined financial information should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations of SMS", as well as the historical combined financial statements of Computex and accompanying notes included elsewhere in this proxy statement.

 
  Nine months ended
September 30,
  For the year
ended
December 31,
  For the year
ended
December 31,
 
In thousands
  2019   2018   2018   2017  
 
  (Unaudited)
   
   
 

Statement of Operations Data:

                         

Sales

  $ 92,554   $ 95,475   $ 154,846   $ 134,796  

Cost of sales

    74,036     76,408     124,928     106,397  

Selling, general and administrative expenses

    19,832     21,176     30,441     27,545  

(Loss) income from operations

    (1,314 )   (2,109 )   (523 )   854  

Interest expense

    (979 )   (907 )   (1,303 )   (1,271 )

Other income

    147     56          

Provision for income taxes

    (5 )   (61 )   (96 )   (885 )

Net loss

  $ (2,151 ) $ (3,021 ) $ (1,922 ) $ (1,302 )

Balance Sheet Data (at end of period):

                         

Cash

  $ 543         $ 260   $ 677  

Property and equipment, net

    10,223           12,241     15,193  

Deferred contract costs

    2           9     16  

Intangible assets and goodwill

    23,865           24,606     23,957  

Total Assets

    47,131           79,959     66,238  

Total Liabilities

    37,205           67,882     52,239  

Cash Flow Data:

   
 
   
 
   
 
   
 
 

Net cash provided by (used in) operating activities

  $ 2,354   $ (3,898 ) $ 3,555   $ 14,540  

Net cash (used in) investing activities

    (518 )   (58 )   (334 )   (10,057 )

Net cash (used in) provided by financing activities

    (1,553 )   3,381     (3,638 )   (3,877 )

Other Financial Data:

   
 
   
 
   
 
   
 
 

EBITDA(1)

  $ 2,443   $ 1,712   $ 4,591   $ 6,707  

Adjusted EBITDA(1)

    2,668     2,916     6,247     7,166  

(1)
EBITDA and Adjusted EBITDA are non-GAAP financial measures. For a definition of EBITDA and Adjusted EBITDA and a reconciliation of EBITDA and Adjusted EBITDA to net income, see "Non-GAAP Financial Measures" below.

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Non-GAAP Financial Measures

        EBITDA and Adjusted EBITDA are non-GAAP financial measures and should not be considered as a substitute for net income (loss), operating income (loss) or any other performance measure derived in accordance with United States generally accepted accounting principles ("GAAP") or as an alternative to net cash provided by operating activities as a measure of Computex's profitability or liquidity. Computex's management believes EBITDA and Adjusted EBITDA are useful because they allow external users of its financial statements, such as industry analysts, investors, lenders and rating agencies, to more effectively evaluate its operating performance, compare the results of its operations from period to period against Computex's peers without regard to Computex's financing methods, hedging positions or capital structure and because it highlights trends in Computex's business that may not otherwise be apparent when relying solely on GAAP measures. Computex presents EBITDA and Adjusted EBITDA because it believes EBITDA and Adjusted EBITDA are important supplemental measures of its performance that are frequently used by others in evaluating companies in its industry. Because EBITDA and Adjusted EBITDA exclude some, but not all, items that affect net income (loss) and may vary among companies, the EBITDA and Adjusted EBITDA Computex presents may not be comparable to similarly titled measures of other companies. Computex defines EBITDA as earnings before interest, income taxes, depreciation and amortization of intangibles. Computex defines Adjusted EBITDA as EBITDA excluding stock-based compensation and impairment losses.

        The following table presents a reconciliation of EBITDA and Adjusted EBITDA from net loss, Computex's most directly comparable financial measure calculated and presented in accordance with GAAP.

 
  Nine Months Ended
September 30,
  Year Ended
December 31,
 
In thousands
  2019   2018   2018   2017  

Net loss

  $ (2,151 ) $ (3,021 ) $ (1,922 ) $ (1,302 )

Interest expense

    979     907     1,303     1,271  

Depreciation and amortization

    3,610     3,765     5,114     5,853  

Income taxes

    5     61     96     885  

EBITDA

    2,443     1,712     4,591     6,707  

Waived audit adjustments

                (109 )

Restructuring expenses

        979     1,356     268  

Management Fee

    225     225     300     300  

Adjusted EBITDA

  $ 2,668   $ 2,916   $ 6,247   $ 7,166  

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SELECTED HISTORICAL FINACIAL DATA OF PENSARE

        The following table shows selected historical financial information of Pensare for the periods and as of the dates indicated. The selected historical financial information of Pensare as of March 31, 2019 and 2018 and the period from April 7, 2017 (inception) to March 31, 2017 was derived from the audited historical financial statements of Pensare included elsewhere in this proxy statement. The selected interim financial information of Pensare as of December 31, 2019 and for the nine months ended December 31, 2019 and 2018 was derived from unaudited interim financial statements of Pensare included elsewhere in this proxy statement. The following table should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations of Pensare" and our historical financial statements and the notes and schedules related thereto, included elsewhere in this proxy statement.

 
  Nine Months Ended
December 31,
  For the year
ended
March 31,
  For the year
ended
March 31,
  For the
period from
April 7, 2016
(inception)
through
March 31,
 
 
  2019   2018   2019   2018   2017  
 
  (Unaudited)
   
   
   
 

Income Statement Data:

                               

Loss from operations

  $ (4,091,630 ) $ (2,209,291 ) $ (4,507,961 ) $ (3,939,349 ) $ (59,193 )

Interest income

    1,360,874     3,785,945     5,281,923     1,603,302      

Net (loss) income

    (2,946,756 )   1,768,881     989,799     (2,520,045 )   (59,193 )

Cash Flow Data:

                               

Net cash used in operating activities

    (3,011,564 )   (1,518,806 )   (2,041,313 )   (1,332,905 )   (56,798 )

Net cash provided by (used in) investing activities

    289,951,097     175,195     26,930,417     (310,518,918 )    

Net cash provided by (used in) financing activities

    (286,911,587 )   1,000,000     (25,236,515 )   312,325,937     65,360  

 

 
  As of
December 31, 2019
  As of
March 31, 2019
  As of
March 31, 2018
  As of
March 31, 2017
 
 
  (Unaudited)
   
   
   
 

Balance Sheet Data:

                         

Cash

  $ 163,211   $ 135,265   $ 482,676   $ 8,562  

Cash and marketable securities held in Trust Account

    1,864,534     290,454,757     312,103,251      

Total Assets

    2,081,646     290,842,420     312,712,179     263,671  

Notes payable—related party (convertible and promissory)

    8,317,734     3,222,373          

Common stock subject to possible redemption

        277,342,970     304,812,059      

Total Stockholders' Equity

    (12,610,733 )   5,000,001     5,000,001     (59,182 )

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SELECTED UNAUDITED CONDENSED COMBINED PRO FORMA FINANCIAL INFORMATION

        Pensare is providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the Business Combination.

        Subsequent to the consummation of the Business Combination, Pensare intends to convert to calendar year-end to conform with Computex's financial year-end.

        Please refer to the historical financial statements of Pensare and Computex and the related notes included elsewhere in this proxy statement, as well as the section entitled "Unaudited Pro Forma Condensed Combined Financial Statements". Computex's historical financial statements are presented as of September 30, 2019 and December 31, 2018.

        The pro forma financial information for the nine months ended September 30, 2019 for Pensare has been compiled using quarterly information for the nine months ending December 31, 2019 as reported in Form 10-Q for the nine months ending December 31, 2019. The pro forma financial information for Computex has been compiled using quarterly information for the nine months ending September 30, 2019.

        The pro forma financial information for the year ended December 31, 2018 for Pensare has been compiled using quarterly information for the three month period ending March 31, 2018 as reported in form 10-K for the year ending March 31, 2018 and nine months ended December 31, 2018 as reported in From 10-Q.

 
  Pro Forma
Nine Months Ended
September 30, 2019
  Pro Forma Year Ended
December 31, 2018
 
In thousands
  Assuming No
Redemptions
  Assuming
Maximum
Redemptions
  Assuming No
Redemptions
  Assuming
Maximum
Redemptions
 
 
  (Unaudited)
  (Unaudited)
 

Statement of Operations Data:

                         

Sales

  $ 92,554   $ 92,554   $ 154,846   $ 154,846  

Cost of sales

    74,036     74,036     124,928     124,928  

Gross profit

    18,518     18,518     29,918     29,918  

Selling, general and administrative expenses

    23,924     23,924     35,795     35,795  

Loss from operations

    (5,406 )   (5,406 )   (5,877 )   (5,877 )

Other income

    553     521     529     488  

Interest expense

    (4,102 )   (4,102 )   (5,192 )   (5,192 )

Loss before taxes

    (8,955 )   (8,987 )   (10,540 )   (10,581 )

Benefit from income taxes

    839     848     1,992     2,003  

Net loss

  $ (8,116 ) $ (8,139 ) $ (8,548 ) $ (8,578 )

Balance Sheet Data (at end of period):

                         

Cash

    22,616     20,752              

Property and equipment, net

    10,234     10,234              

Deferred contract costs

    2     2              

Intangible assets and goodwill

    71,289     71,289              

Total assets

    119,332     117,468              

Total liabilities

    71,353     71,353              

Total stockholders' equity

    47,979     46,115              

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COMPARATIVE PER SHARE DATA

        The following table sets forth selected historical equity ownership of Pensare and Computex and unaudited pro forma condensed consolidated combined per share ownership information of Pensare after giving effect to the Business Combination, assuming two redemption scenarios as follows:

            *Assuming No Redemptions:  This scenario assumes that no shares of Pensare Common Stock are redeemed by the public stockholders

            *Assuming Maximum Redemptions:  This scenario assumes that all the remaining shares of Pensare Common Stock are redeemed by the public stockholders resulting in:

        an aggregate payment of approximately $1.8 million out of the Trust Account to redeeming public stockholders

        The pro forma book value and cash dividends per share information reflects the Business Combination as if it had occurred on December 31, 2019 and reflects a pro forma loss as if it occurred on January 1, 2018.

        The historical information should be read in conjunction with the sections entitled "Selected Historical Consolidated Financial Information of Pensare" and "Selected Historical Consolidated Financial Information of Computex" as well as the historical consolidated financial statements of Pensare and Computex and the related notes thereto included elsewhere in this proxy statement. The unaudited pro forma condensed combined per share data are presented for illustrative purposes only and are not necessarily indicative of actual or future financial position or results of operations that would have been realized if the Business Combination had been completed as of the date indicated or will be realized upon the completion of the Business Combination.

 
  Pensare   Computex   Pro Forma
Combined
(Assuming No
Redemptions)
  Pro Forma
Combined
(Assuming No
Redemptions)
 

Book value per share

  $ (1.59) (1) $ 9,926.00 (2) $ 1.88 (2) $ 1.82 (2)

Basic net loss per share for the nine months ended September 30, 2019

    (0.35 )   (2,151.00 )   (0.32 )   (0.32 )

Diluted net loss per share for the nine months ended September 30, 2019

    (0.35 )   (2,151.00 )   (0.32 )   (0.32 )

Basic net loss per share for the year ended December 31, 2018

    (0.58 )   (1,922.00 )   (0.34 )   (0.34 )

Diluted net loss per share for the year ended December 31, 2018

    (0.58 )   (1,922.00 )   (0.34 )   (0.34 )

Cash dividend per share

  $   $   $   $  

(1)
Book value per share = (Total stockholders' equity + Common stock subject to possible redemption) / shares outstanding

(2)
Book value per share = Total stockholders' equity / shares outstanding

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This proxy statement contains a number of forward-looking statements. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for Computex and Pensare's business, and the timing and ability for us to complete the Business Combination. Specifically, forward-looking statements may include statements relating to:

    the anticipated benefits of the Business Combination;

    the future financial performance of the post-Business Combination company following the Business Combination;

    changes in the markets in which Computex competes;

    the public acceptance of Computex's products and applications;

    growth plans and opportunities, including planned product and service offerings;

    Pensare's ability to complete acquisitions of other businesses;

    protection of Computex's intellectual property rights;

    the outcome of any known and unknown litigation; and

    other statements preceded by, followed by or that include the words "estimate," "plan," "project," "forecast," "intend," "expect," "anticipate," "believe," "seek," "target" or similar expressions.

        These forward-looking statements are based on information available as of the date of this proxy statement, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing Computex's or Pensare's views as of any subsequent date, and neither Computex nor Pensare undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

        You should not place undue reliance on these forward-looking statements in deciding how to grant your proxy or instruct how your vote should be cast or vote your shares on the proposals set forth in this proxy statement. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

    the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement;

    the outcome of any legal proceedings that may be instituted against Pensare or Computex following announcement of the proposed Business Combination and transactions contemplated thereby;

    the inability to complete the transactions contemplated by the proposed Business Combination due to the failure to obtain approval of the stockholders of Pensare, or other conditions to closing in the Business Combination Agreement;

    the risks that the Closing of the Business Combination is substantially delayed or does not occur;

    the ability to obtain or maintain the listing of Pensare Common Stock on NASDAQ prior to or following the Business Combination;

    the limited liquidity and trading of Pensare securities;

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    the risk that the proposed Business Combination disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein;

    the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of the combined business to grow and manage growth profitably;

    costs related to the Business Combination;

    changes in applicable laws or regulations;

    the inability to profitably expand into new markets;

    financial performance;

    operational risk;

    litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on Pensare's or Computex's resources;

    the possibility that Pensare or Computex may be adversely affected by other economic, business and/or competitive factors; and

    other risks and uncertainties indicated in this proxy statement, including those under "Risk Factors."

        Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by the management of Pensare and Computex prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

        All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement and attributable to Pensare or Computex or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement. Except to the extent required by applicable law or regulation, Pensare and Computex undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.

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RISK FACTORS

        You should carefully consider the following risk factors, together with all of the other information included in this proxy statement, before you decide whether to vote or instruct your vote to be cast to approve the proposals described in this proxy statement. The risks described below are those which Pensare and Computex believe are the material risks that they face. Additional risks not presently known to them or which they currently consider immaterial may also have an adverse effect on them or Pensare following the Business Combination. Some statements in this proxy statement, including such statements in the following risk factors, constitute forward-looking statements. See the section entitled "Cautionary Note Regarding Forward-Looking Statements."

Risks Related to Computex's Business

General economic weakness may harm Computex's operating results and financial condition.

        Computex's results of operations are largely dependent upon the state of the economy. Global economic weakness and uncertainty may result in decreased sales, gross margin, earnings and/or growth rates from its US based customers and from customers outside the US. In addition, material changes in trade agreements between the US and other countries may, for example, negatively affect Computex's ability to purchase product, and import or export product, increasing product pricing and negatively impacting availability of product. Adverse economic conditions may decrease Computex's customers' demand for its products and services or impair the ability of its customers to pay for products and services they have purchased. As a result, Computex's sales could decrease, and reserves for its credit losses and write-offs of receivables may increase.

If Computex loses one or more of its large volume customers, its earnings may be materially affected.

        Many of the contracts for the provision of products and services from Computex to its customers are generally non-exclusive agreements without volume purchase commitments and are terminable by either party upon 30 days' notice. The loss of one or more of its largest customers, the failure of such customers to pay amounts due to it, or a material reduction in the amount of purchases made by such customers could have a material adverse effect on Computex's business, financial position, results of operations and cash flows.

Changes in the IT industry, customers' usage or procurement of IT, and/or rapid changes in product standards may result in reduced demand for the IT hardware and software solutions and services Computex sells.

        Computex's results of operations are influenced by a variety of factors, including the condition of the IT industry, shifts in demand for, or availability of, IT hardware, software, peripherals and services, and industry introductions of new products, upgrades, methods of distribution, and the nature of how IT is consumed and procured. The IT industry is characterized by rapid technological change and the frequent introduction of new products, product enhancements and new distribution methods or channels, each of which can decrease demand for current products or render them obsolete. In addition, the proliferation of cloud technology, IaaS, SaaS, platform as a service ("PaaS"), software defined networking, or other emerging technologies may reduce the demand for products and services Computex sells to its customers. Cloud offerings may influence Computex's customers to move workloads to cloud providers, which may reduce the procurement of products and services from Computex. Changes in the IT industry may also affect the demand for Computex's advanced professional and managed services. Computex has invested a significant amount of capital in personnel, and this strategy may adversely impact its financial position due to competition or changes in the industry or improper focus or selection of the products and services Computex decides to offer. If Computex fails to react in a timely manner to such changes, its results of operations may be adversely affected. Computex's sales can be dependent on demand for specific product categories, and any

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change in demand for or supply of such products could have a material adverse effect on its results of operations.

A substantial or an extended decline in oil and gas prices could result in lower expenditures by Computex's customers in the oil and gas industry, which could have a material adverse impact on its financial condition, results of operations and cash flows.

        Demand for Computex's products and services depends on expenditures by its customers involved in the oil and natural gas industry. These expenditures are generally dependent on Computex's customers' views of future oil and natural gas prices and are sensitive to its customers' views of future economic growth and the resulting impact on demand for oil and natural gas. Declines, as well as anticipated declines, in oil and gas prices could result in project modifications, delays or cancellations, general business disruptions, and delays in payment of, or nonpayment of, amounts that are owed to Computex. These effects could have a material adverse effect on Computex's financial condition, results of operations and cash flows. The oil and gas industry has historically experienced periodic downturns, which have been characterized by diminished demand for Computex's products and services as well as and downward pressure on the prices it charges. Sustained market uncertainty can also result in lower demand and pricing for Computex's products and services within such industry. A significant downturn or sustained market uncertainty could result in a reduction in demand for Computex's services and could adversely affect its financial condition, results of operations and cash flows.

Computex may fail to innovate or create new solutions which align with changing market and customer demand.

        As a provider of a comprehensive set of solutions, which involves the offering of bundled solutions consisting of direct IT sales, advanced professional and managed services, Computex expects to encounter some of the challenges, risks, difficulties, and uncertainties frequently encountered by companies providing bundled solutions in rapidly evolving markets. Some of these challenges include Computex's ability to increase the total number of users of its services or adapt to meet changes in its markets and competitive developments. Computex's personnel must continually stay current with vendor and marketplace technology advancements, create solutions which may integrate evolving vendor products and services as well as services and solutions Computex provides, to meet changing marketplace and customer demand. Further, Computex may provide customized solutions and services that are solely reliant on its own marketing, design and fulfillment services, and Computex may lack the skills or personnel to execute. Computex's failure to innovate and provide value to its customers may erode its competitive position and market share and may lead to a decrease in revenue and financial performance.

        In all of Computex's markets, some of its competitors have greater financial, technical, marketing, and other resources than Computex does. In addition, some of these competitors may be able to respond more quickly to new or changing opportunities, technologies, and customer requirements. Many current and potential competitors engage in more extensive promotional marketing and advertising activities, offer more attractive terms to customers, and adopt more aggressive pricing and credit policies than Computex does. Computex may not be successful in achieving revenue growth which may have a material adverse effect on its future operating results as a whole.

Computex's business depends on its vendor partner relationships and the availability of their products.

        Computex's solutions portfolio includes products from OEMs, software publishers and cloud providers. Computex is authorized by these vendor partners to sell all or some of their products via direct marketing activities. Its authorization with each vendor partner is subject to specific terms and conditions regarding such things as sales channel restrictions, product return privileges, price protection policies, purchase discounts and vendor partner programs and funding, including purchase rebates, sales volume rebates, purchasing incentives and cooperative advertising reimbursements. However, Computex

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does not have any long-term contracts with its vendor partners and many of these arrangements are terminable upon notice by either party. A reduction in vendor partner programs or funding or Computex's failure to timely react to changes in vendor partner programs or funding could have an adverse effect on Computex's business, results of operations or cash flows. In addition, a reduction in the amount or a change in the terms of credit granted to Computex by its vendor partners could increase Computex's need for, and the cost of, working capital and could have an adverse effect on Computex's business, results of operations or cash flows, particularly given Computex's substantial indebtedness.

        From time to time, vendor partners may terminate or limit Computex's right to sell some or all of their products or change the terms and conditions or reduce or discontinue the incentives that they offer Computex. For example, there is no assurance that, as Computex's vendor partners continue to sell directly to end users and through resellers, they will not limit or curtail the availability of their products to solutions providers like Computex. Any such termination or limitation or the implementation of such changes could have a negative impact on Computex's business, results of operations or cash flows.

        Computex purchases the products included in its solutions portfolio both directly from its vendor partners and from wholesale distributors. Although Computex purchases from a diverse vendor base, in the year ended December 31, 2018, products it purchased from wholesale distributors Ingram Micro and Techdata, both represented more than 10% of total purchases. In addition, sales of products manufactured by Cisco, Dell, and HPE whether purchased directly from these vendor partners or from a wholesale distributor, represented in the aggregate nearly 28% of Computex's fiscal year 2018 consolidated net sales. The loss of, or change in business relationship with, any of these or any other key vendor partners, or the diminished availability of their products, including due to backlogs for their products, could reduce the supply and increase the cost of products Computex sells and negatively impact its competitive position.

        Additionally, the relocation of key distributors utilized in Computex's purchasing model could increase its need for, and the cost of, working capital and have an adverse effect on its business, results of operations or cash flows. Further, the sale, spin-off or combination of any of Computex's vendor partners and/or certain of their business units, including any such sale to or combination with a vendor with whom Computex does not currently have a commercial relationship or whose products Computex does not sell, could have an adverse impact on Computex's business, results of operations or cash flows.

Breaches of data security and the failure to protect Computex's information technology systems from cybersecurity threats could adversely impact its business.

        Computex's business involves the storage and transmission of proprietary information and sensitive or confidential data, including personal information of its employees, customers and others. In addition, Computex operates data centers for its customers that host their technology infrastructure and may store and transmit both business-critical data and confidential information. In connection with Computex's services business, some of its employees also have access to its customers' confidential data and other information. Computex has privacy and data security policies in place that are designed to prevent security breaches; however, as newer technologies evolve, and the portfolio of the service providers with which Computex shares confidential information with grows, Computex could be exposed to increased risk of breaches in security and other illegal or fraudulent acts, including cyberattacks. The evolving nature of such threats, in light of new and sophisticated methods used by criminals and cyberterrorists, including computer viruses, malware, phishing, misrepresentation, social engineering and forgery, are making it increasingly challenging to anticipate and adequately mitigate these risks.

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Computex may not be able to hire and/or retain personnel that it needs.

        To increase market awareness and sales of Computex's offerings, Computex may need to expand its marketing efforts and sales operations in the future. Computex's products and services require a sophisticated sales effort and significant technical engineering talent. For example, its sales and engineering candidates must have highly technical hardware and software knowledge to create a customized solution for its customers' business processes. Competition for qualified sales, marketing and engineering personnel fluctuates depending on market conditions. The US is currently in a low unemployment environment and Computex may not be able to hire or retain sufficient personnel to maintain and grow its business. Frequently, Computex's competitors require their employees to agree to non-compete and non-solicitation agreements as part of their employment. This makes it more difficult for Computex to hire and increases Computex's costs by reviewing and managing non-compete restrictions. Additionally, in some cases Computex's relationship with a customer may be impacted by turnover in its sales or engineering team. For example, in the first quarter of fiscal year 2019, several sales representatives and managers voluntarily resigned their employment with Computex. These sales representatives and managers were the relationship managers to a number of Computex's customers. The loss of these customers could materially adversely affect the net sales of Computex for fiscal year 2019 and subsequent periods if such lost sales are not offset by Computex hiring additional sales representatives and acquiring new customers.

Computex faces substantial competition from other companies.

        In its technology segment, Computex competes in all areas of its business against local, regional, national, and international firms, including other direct marketers; national and regional resellers; online marketplace competitors; and regional and national service providers. In addition, Computex faces competition from vendors, which may choose to market their products directly to end-users, rather than through channel partners such as Computex, and this could adversely affect Computex's future sales. Many competitors compete based principally on price and may have lower costs or accept lower selling prices than Computex does and, therefore, Computex's gross margins may not be maintainable. Online market place competitors are continually improving their pricing and offerings to customers as well as ease of use of their online marketplaces. Computex's competitors may offer better or different products and services than Computex offers. In addition, Computex does not have guaranteed purchasing volume commitments from its customers and, therefore, its sales volume may be volatile.

Computex may not have designed or maintained its IT systems to support its business.

        Computex depends heavily upon the accuracy and reliability of its information, telecommunication, cybersecurity and other systems including the operation of redundant systems if there are failures in its primary systems, which are used for customer management, sales, distribution, marketing, purchasing, inventory management, order processing and fulfillment, customer service and general accounting functions. Computex must continually maintain, secure and improve its systems. The protections Computex has in place address a variety of threats to its information technology systems, both internal and external, including human error. Inadequate security practices or design of Computex's IT systems, or IT systems from third-parties which it utilizes, or third-party service providers' failure to provide adequate services could result in the disclosure of sensitive or confidential information or personal information or cause other business interruptions that could damage Computex's reputation and disrupt its business. Inadequate design or interruption of Computex's information systems, Internet availability, telecommunications systems or power failures could have a material adverse effect on its business, its reputation, financial condition, cash flows, or results of operations.

        Computex's managed services business requires it to monitor its customers' devices on their networks across varying levels of service. If Computex has not designed its IT systems to provide this

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service accurately or if there is a security breach in its IT system or the customers' systems, Computex may be liable for claims.

        Computex relies on the competency of its internal IT personnel. Computex's failure to hire, develop, retain, and supervise competent IT personnel to secure its data, design redundant systems, or design and maintain its technology systems including its data and voice networks, and applications, could significantly interrupt its business causing a negative impact on its results.

Computex may not adequately protect itself through its contracts, or its insurance policies may not be adequate to address potential losses or claims.

        Computex's contracts may not protect it against the risks inherent in its business including, but not limited to, warranties, limitations of liability, indemnification obligations, human resources and subcontractor-related claims, patent and product liability, regulatory and compliance obligations, and data security and privacy. Also, Computex faces pressure from its customers for competitive pricing and contract terms. Computex also is subject to audits by various vendor partners and customers relating to purchases and sales under various contracts. In addition, Computex is subject to indemnification claims under various contracts.

Computex depends on having creditworthy customers to avoid an adverse impact on its operating results and financial condition.

        If the credit quality of Computex's customer base materially decreases, or if Computex experiences a material increase in its credit losses, Computex may find it difficult to continue to obtain the required capital for its business, and its operating results and financial condition may be harmed. In addition to the impact on Computex's ability to attract capital, a material increase in its delinquency and default experience would itself have a material adverse effect on its business, operating results, and financial condition.

Computex's ability to successfully attract and retain qualified sales personnel is important to its success.

        Computex's success depends on its ability to attract, motivate, and retain a sufficient number of qualified sales representatives, who understand and appreciate Computex's strategy and culture and are able to adequately represent Computex to its customers. Qualified individuals of the requisite caliber and number needed to fill these positions may be in short supply in some areas. If Computex is unable to hire and retain personnel capable of consistently providing a high level of customer service its sales could be materially adversely affected. Additionally, any material increases in existing employee turnover rates or increases in labor costs could have a material adverse effect on Computex's business, financial condition or operating results.

Computex may be liable for misuse of its customers' or employees' information.

        Third-parties, such as hackers, could circumvent or sabotage the security practices and products used in Computex's product and service offerings, and/or the security practices or products used in Computex's internal IT systems, which could result in disclosure of sensitive or personal information, unauthorized procurement, or other business interruptions that could damage Computex's reputation and disrupt its business. Attacks may range from random attempts to coordinated and targeted attacks, including sophisticated computer crime and advanced persistent threats.

        If third-parties or Computex's employees are able to maliciously penetrate its network security or otherwise misappropriate its customers' information or employees' personal information, or other information for which its customers may be responsible and for which Computex agrees to be responsible in connection with service contracts into which it may enter, or if Computex gives third-parties or its employees improper access to certain information, Computex could be subject to liability. This liability could include claims for unauthorized access to devices on its network; unauthorized

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access to its customers' networks, applications, data, devices, or software; and identity theft or other similar fraud-related claims. This liability could also include claims for other misuses of or inappropriate access to personal information. Other liability could include claims alleging misrepresentation of Computex's privacy and data security practices. Any such liability for misappropriation of this information could decrease Computex's profitability. In addition, federal and state agencies have been investigating various companies regarding whether they misused or inadequately secured information. Computex could incur additional expenses when new laws or regulations regarding the use of information are enacted, or if governmental agencies require Computex to substantially modify its privacy or security practices. Computex could fail to comply with applicable data privacy laws, the violation of which may result in audits, fines, penalties, litigation, or administrative enforcement actions with associated costs.

        Advances in computer capabilities, new discoveries in the field of cryptography, or other events or developments may result in a compromise or breach of the security practices Computex uses to protect sensitive customer transaction information and employee information. A party who is able to circumvent Computex's security measures could misappropriate proprietary information or cause interruptions in Computex's operations. Further, third-parties may attempt to fraudulently induce employees or customers into disclosing sensitive information such as user names, passwords, or other information or otherwise compromise the security of Computex's internal networks and/or its customers' information. Since techniques used to obtain unauthorized access change frequently and the size and severity of security breaches are increasing, Computex may be unable to implement adequate preventative measures or timely identify or stop security breaches while they are occurring.

        Computex may be required to expend significant capital and other resources to protect against security breaches or to remediate the subsequent risks and issues caused by such breaches. Computex's security measures are designed to protect against security breaches, but its failure to prevent such security breaches could cause it to incur significant expense to investigate and respond to a security breach and correct any problems caused by any breach, subject it to liability, damage its reputation, and diminish the value of its brand. There can be no assurance that the limitations of liability in Computex contracts would be enforceable or adequate or would otherwise protect Computex from any such liabilities or damages with respect to any particular claim. Computex also cannot be sure that its existing insurance coverage for errors and omissions or security breaches will continue to be available on acceptable terms or in sufficient amounts to cover one or more large claims, or that its insurers will not deny coverage as to any future claim. The successful assertion of one or more large claims against Computex that exceeds its available insurance coverage, or changes in its insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have an adverse effect on Computex's business, financial condition, and results of operations.

Failure to comply with new laws or changes to existing laws may adversely impact Computex's business.

        Computex's operations are subject to numerous US laws and regulations in a number of areas including, but not limited to, areas of labor and employment, immigration, advertising, e-commerce, tax, import and export requirements, data privacy requirements, anti-competition, and environmental, health, and safety. Compliance with these laws, regulations, and similar requirements may be onerous and expensive, and they may be inconsistent from jurisdiction to jurisdiction, further increasing the cost of compliance and doing business, and the risk of noncompliance. Computex has implemented policies and procedures designed to help comply with applicable laws and regulations, but there can be no certainty that employees, contractors, or agents will fully comply with laws and regulations or Computex's policies and procedures.

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Loss of services by any of Computex's executive officers or senior management and/or failure to successfully implement a succession plan could adversely affect Computex's business.

        The loss of the services by Computex's executive officers or senior management and/or failure to successfully implement a succession plan could disrupt management of Computex's business and impair the execution of its business strategies. Computex believes that its success depends in part upon its ability to retain the services of its executive officers and senior management and successfully implement a succession plan. Computex's executive officers are at the forefront in determining its strategic direction and focus. The loss of its executive officers' and senior management's services without replacement by qualified successors could adversely affect Computex's ability to manage effectively its overall operations and successfully execute current or future business strategies, and could cause other instability within Computex's workforce.

Computex relies on its primary credit facility for working capital and its accounts payable processing.

        The loss of Computex's primary credit facility with Comerica Bank (the "Credit Agreement") could have a material adverse effect on its future results as it relies on this facility and its components for daily working capital and the operational function of its accounts payable process. Computex's credit agreement contains various covenants that must be met each quarter and either party may terminate the agreement for any reason with a 90-days' notice. There can be no assurance that Computex will continue to meet those covenants and failure to do so may limit availability of, or cause Computex to lose, such financing. There can be no assurance that such financing will continue to be available to Computex in the future on acceptable terms.

Changes in accounting standards, or the misapplication of current accounting standards, may adversely affect Computex's future financial results.

        Computex prepares its financial statements in conformity with generally accepted accounting principles in the United States of America ("GAAP"). These accounting principles are subject to interpretation by the Financial Accounting Standards Board, the Public Company Accounting Oversight Board, the SEC, the American Institute of Certified Public Accountants ("AICPA") and various other bodies formed to interpret and create appropriate accounting policies. Future periodic assessments required by current or new accounting standards may result in noncash charges and/or changes in presentation or disclosure. In addition, any change in accounting standards may influence Computex's customers' decision to purchase from Computex or finance transactions with Computex, which could have a significant adverse effect on Computex's financial position or results of operations.

        In connection with the Business Combination, Computex will prepare its financial statements in accordance with Accounting Standards Codification 606—Revenue from Contracts with Customers ("ASC 606"). As of the date of this proxy statement, Computex has not yet finalized the adoption and implementation of ASC 606 for the fiscal year end December 31, 2019, which may have a material impact on the financial information of Computex included in this proxy statement. Accordingly, any quantitative analysis of the impact of the adoption of ASC 606 described herein is preliminary and may differ materially from the final quantitative impact that will be disclosed in the audited financial statements of Computex for the year ended December 31, 2019.

        Computex is required to determine if it is the principal or agent in all transactions with its customers. The voluminous number of products and services Computex sells, and the manner in which they are bundled, are technologically complex. Mischaracterization of these products and services could result in misapplication of revenue recognition polices. Computex uses estimates where necessary, such as the fair value of assets acquired, and liabilities assumed in a business combination, the analysis for goodwill impairment, allowance for doubtful accounts and the cost to perform professional and managed services, which require judgment and are based on best available information. If Computex is

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unable to accurately estimate the cost of these services or the time-line for completion of contracts, the profitability of its contracts may be materially and adversely affected.

A natural disaster or other adverse occurrence at one of Computex's facilities could damage its business.

        Computex has one warehouse and distribution facility in the US. If the warehouse and distribution equipment at its distribution center were to be seriously damaged by a natural disaster or other adverse occurrence, Computex could utilize another distribution center or third-party distributors to ship products to its customers. However, this may not be sufficient to avoid interruptions in Computex's service and may not enable Computex to meet all of the needs of its customers and would cause Computex to incur incremental operating costs. In addition, Computex operates 2 customer facing data centers which contain its Securities Operations Center, Network Operations Center, and numerous sales offices which may contain both business-critical data and confidential information of Computex's customers. A natural disaster or other adverse occurrence at any of the customer data centers or at any of Computex's major sales offices could negatively impact its business, results of operations or cash flows.

Computex could be exposed to additional risks if it continues to make strategic investments or acquisitions or enter into alliances.

        Computex may continue to pursue transactions, including strategic investments, acquisitions or alliances, in an effort to extend or complement its existing business. These types of transactions involve numerous business risks, including finding suitable transaction partners and negotiating terms that are acceptable to Computex, the diversion of management's attention from other business concerns, extending Computex's product or service offerings into areas in which Computex has limited experience, entering into new geographic markets, the potential loss of key coworkers or business relationships and successfully integrating acquired businesses. There can be no assurance that the intended benefits of Computex's investments, acquisitions and alliances will be realized, or that those benefits will offset these numerous risks or other unforeseen factors, any of which could adversely affect Computex's business, results of operations or cash flows.

        In addition, Computex's financial results could be adversely affected by financial adjustments required by GAAP in connection with these types of transactions where significant goodwill or intangible assets are recorded. To the extent the value of goodwill or identifiable intangible assets with indefinite lives becomes impaired, Computex may be required to incur material charges relating to the impairment of those assets.

Computex may be required to take impairment charges for goodwill or other intangible assets related to acquisitions.

        Computex has acquired certain portions of its business and assets through acquisitions. Further, as part of its long-term business strategy, Computex may continue to pursue acquisitions of other companies or assets. In connection with prior acquisitions, Computex has accounted for the portion of the purchase price paid in excess of the book value of the assets acquired as goodwill or intangible assets, and it may be required to account for similar premiums paid on future acquisitions in the same manner.

        Under the applicable accounting principles, goodwill is not amortized and is carried on Computex's books at its original value, subject to annual review and evaluation for impairment, whereas intangible assets are amortized over the life of the asset. Changes in the business itself, the economic environment (including business valuation levels and trends), or the legislative or regulatory environment may trigger a review and evaluation of Computex's goodwill and intangible assets for potential impairment outside of the normal review periods. These changes may adversely affect either the fair value of the business or Computex's individual reporting units and Computex may be required to take an impairment charge.

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        If market and economic conditions deteriorate, this could increase the likelihood that Computex will need to record impairment charges to the extent the carrying value of its goodwill exceeds the fair value of its overall business. Such impairment charges could materially adversely affect Computex's net earnings during the period in which the charge is taken. As of December 31, 2018, Computex had goodwill and other intangible assets of $21.2 million and $3.3 million, respectively.

Computex faces risks of claims from third-parties for intellectual property infringement, including counterfeit products, that could harm its business.

        Computex may be subject to claims that products that it resells infringe on the intellectual property rights of third-parties and/or are counterfeit products. The vendor of certain products or services Computex resells may not provide Computex with indemnification for infringement or indemnification; however, Computex's customers may seek indemnification from Computex. Computex could incur substantial costs in defending infringement claims against itself and its customers. In the event of such claims, Computex and its customers may be required to obtain one or more licenses from third-parties. Computex may not be able to obtain such licenses from third-parties at a reasonable cost or at all. Defense of any lawsuit or failure to obtain any such required license could significantly increase Computex's expenses and/or adversely affect its ability to offer one or more of its services.

Risks Related to Computex's Indebtedness

Computex has a substantial amount of indebtedness, which could have important consequences to its business.

        Computex has a substantial amount of indebtedness. As of September 30, 2019, Computex had $17.0 million of total debt outstanding, as defined by GAAP, and $0.2 million of obligations outstanding under equipment financing agreements, and the ability to borrow an additional $11.6 million under Computex's secured credit agreement, dated December 18, 2017, with Comerica Bank. Computex's substantial indebtedness could have important consequences, including the following:

    making it more difficult for Computex to satisfy its obligations with respect to its indebtedness;

    requiring Computex to dedicate a substantial portion of its cash flow from operations to debt service payments on its and its subsidiaries' debt, which reduces the funds available for working capital, capital expenditures, acquisitions and other general corporate purposes;

    requiring Computex to comply with restrictive covenants in its Credit Agreement, which limit the manner in which it conducts its business;

    making it more difficult for Computex to obtain vendor financing from its vendor partners, including original equipment manufacturers and software publishers;

    limiting Computex's flexibility in planning for, or reacting to, changes in the industry in which it operates;

    placing Computex at a competitive disadvantage compared to any of its less-leveraged competitors;

    increasing Computex's vulnerability to both general and industry-specific adverse economic conditions; and

    limiting Computex's ability to obtain additional debt or equity financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements and increasing its cost of borrowing.

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Restrictive covenants under Computex's Credit Agreement may adversely affect its operations and liquidity.

        Computex's Credit Agreement contains and any future indebtedness of Computex may contain, various covenants that limit its ability to, among other things:

    incur or guarantee additional debt;

    pay dividends or make distributions to holders of Computex's capital stock or to make certain other restricted payments or investments;

    repurchase or redeem capital stock;

    make loans, capital expenditures or investments or acquisitions;

    receive dividends or other payments from its subsidiaries;

    enter into transactions with affiliates;

    pledge its assets as collateral;

    merge or consolidate with other companies or transfer all or substantially all of its assets;

    transfer or sell assets, including capital stock of subsidiaries; and

    prepay, repurchase or redeem debt.

        As a result of these covenants, Computex is limited in the manner in which it conducts its business and it may be unable to engage in favorable business activities or finance future operations or capital needs. A breach of any of these covenants or any of the other covenants in the Credit Agreement (including without limitation financial covenants) would result in a default under its Credit Agreement. Upon the occurrence of an event of default under its Credit Agreement, the lenders:

    will not be required to lend any additional amounts to Computex;

    could elect to declare all borrowings outstanding thereunder, together with accrued and unpaid interest and fees, to be due and payable; or

    could require Computex to apply all of its available cash to repay these borrowings.

        If Computex were unable to repay those amounts, the lender under its Credit Agreement could proceed against the collateral granted to it to secure Computex's borrowings thereunder. Computex has pledged a significant portion of its assets as collateral under its Credit Agreement. If the lender under its Credit Agreement accelerates the repayment of borrowings, Computex cannot assure you that it will have sufficient assets to repay its Credit Agreement and its other indebtedness or the ability to borrow sufficient funds to refinance such indebtedness. Even if Computex were able to obtain new financing, it may not be on commercially reasonable terms, or terms that are acceptable to Computex.

        As of September 30, 2019, under its Credit Agreement, Computex is permitted to borrow an aggregate amount of up to $11.6 million. However, its ability to borrow under its Credit Agreement is limited by a borrowing base and a liquidity condition. The borrowing base at any time equals the sum of up to 85% of eligible accounts receivable plus 50% of eligible inventory. The borrowing base in effect as of September 30, 2019 was $20.0 million and, therefore, did not restrict Computex's ability to borrow under its Credit Agreement as of that date.

Computex will be required to generate sufficient cash to service its indebtedness and, if not successful, Computex may be forced to take other actions to satisfy its obligations under its indebtedness.

        Computex's ability to make scheduled payments on or to refinance its debt obligations depends on its financial and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond its control. Computex's outstanding long-term debt will impose significant cash interest payment obligations on Computex and, accordingly, Computex will have to generate significant cash flow from operating activities to fund its

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debt service obligations. Computex cannot assure you that it will maintain a level of cash flows from operating activities sufficient to permit it to pay the principal, premium, if any, and interest on its indebtedness.

        If Computex's cash flows and capital resources are insufficient to fund its debt service obligations, Computex may be forced to reduce or delay capital expenditures, sell assets or operations, seek additional debt or equity capital, restructure or refinance its indebtedness, or revise or delay its strategic plan. Computex cannot assure you that it would be able to take any of these actions on terms that are favorable to Computex or at all, that these actions would be successful and permit Computex to meet its scheduled debt service obligations or satisfy its capital requirements, or that these actions would be permitted under the terms of its existing or future debt agreements, including its Credit Agreement. In the absence of such operating results and resources, Computex could face substantial liquidity problems and might be required to dispose of material assets or operations to meet its debt service and other obligations. Computex's Credit Agreement restricts its ability to dispose of assets and use the proceeds from the disposition. Computex may not be able to consummate those dispositions or to obtain the proceeds which it could realize from them and these proceeds may not be adequate to meet any debt service obligations then due.

        If Computex cannot make scheduled payments on its debt, it will be in default and, as a result:

    Computex's debt holders could declare all outstanding principal and interest to be due and payable;

    the lenders under Computex's Credit Agreement could foreclose against the assets securing the borrowings from them and the lenders under its Credit Agreement could terminate their commitments to lend it money; and

    Computex could be forced into bankruptcy or liquidation.

Despite Computex's indebtedness levels, Computex and its subsidiaries may be able to incur substantially more debt, including secured debt. This could further increase the risks associated with its leverage.

        Computex and its subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of Computex's Credit Agreement do not fully prohibit it or its subsidiaries from doing so. To the extent that Computex incurs additional indebtedness, the risks associated with its substantial indebtedness described above, including its possible inability to service its debt, will increase. As of September 30, 2019, Computex had $11.6 million available for additional borrowing under its Credit Agreement.

Variable rate indebtedness subjects Computex to interest rate risk, which could cause its debt service obligations to increase significantly.

        Certain of Computex's borrowings, primarily borrowings under its Credit Agreement, are at variable rates of interest and expose Computex to interest rate risk. As of September 30, 2019, Computex had $15.9 million of variable rate debt outstanding. If interest rates increase, Computex's debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and its net income would decrease.

Risks Related to Pensare and the Business Combination

Subsequent to the consummation of the Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

        Although we have conducted due diligence on Computex, we cannot assure you that this diligence revealed all material issues that may be present in Computex's business, that it would be possible to

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uncover all material issues through a customary amount of due diligence, or that factors outside of our and Computex's control will not later arise. As a result, we may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if our due diligence successfully identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about the Company or its securities. In addition, charges of this nature may cause us to be unable to obtain future financing on favorable terms or at all.

The unaudited pro forma financial information included herein may not be indicative of what the Company's actual financial position or results of operations would have been.

        The unaudited pro forma financial information included herein is presented for illustrative purposes only and is not necessarily indicative of what the Company's actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated.

Nasdaq may delist our securities from quotation on its exchange which could limit investors' ability to make transactions in our securities and subject us to additional trading restrictions.

        Our common stock, units and warrants are currently listed on Nasdaq. In connection with the closing of the Business Combination, we intend to apply to continue to list our common stock and warrants on Nasdaq after the Closing under the symbols "PNSR" and "PNSRW," respectively. As part of the application process, we are required to provide evidence that we are able to meet the initial listing requirements of Nasdaq. Our application has not yet been approved. This may depend on the number of our shares that are redeemed. If, after the Business Combination, Nasdaq delists our common stock from trading on its exchange for failure to meet the listing standards, we and our stockholders could face significant material adverse consequences including:

    a limited availability of market quotations for our securities;

    reduced liquidity with respect to our securities;

    a determination that our shares of common stock are "penny stock" which will require brokers trading in our shares of common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our shares of common stock;

    a limited amount of news and analyst coverage for our company; and

    a decreased ability to issue additional securities or obtain additional financing in the future.

        On September 11, 2019, we received a written notice (the "First Notice") from the Listing Qualifications Department of Nasdaq indicating that we were not in compliance with Listing Rule 5550(a)(3) (the "Minimum Public Holders Rule"), which requires us to have at least 300 public holders for continued listing on the NASDAQ Capital Market. The First Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of our securities on the NASDAQ Capital Market. We submitted a plan to regain compliance with the Minimum Public Holders Rule on October 25, 2019.

        On September 23, 2019, we received a written notice (the "Second Notice") from Nasdaq indicating that we were not in compliance with Listing Rule 5550(a)(4), due to our failure to meet the minimum 500,000 publicly held shares requirement for continued listing on the NASDAQ Capital Market. The Second Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of our securities on the NASDAQ Capital Market.

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        On November 26, 2019 we received notice from Nasdaq indicating that we have been granted an extension until March 9, 2020 to complete our business combination with Computex and demonstrate compliance with all of Nasdaq's initial listing requirements.

        The listing of Pensare Common Stock on Nasdaq as of the Closing Date is a condition to each party's obligation to complete the Business Combination. ln the event that Pensare Common Stock is not listed on Nasdaq as of the Closing Date, the consummation of the Business Combination might not occur.

        The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as "covered securities." Because we expect that our units and eventually our common stock, rights and warrants will be listed on Nasdaq, our units, common stock, rights and warrants will be covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities.

If the Business Combination's benefits do not meet the expectations of investors or securities analysts, the market price of our securities may decline.

        If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of our securities prior to the closing of the Business Combination may decline. The market values of our securities at the time of the Business Combination may vary significantly from their prices on the date the Business Combination Agreement was executed, the date of this proxy statement, or the date on which our stockholders vote on the Business Combination. Because the share and warrant exchange ratios in the Business Combination Agreement will not be adjusted to reflect any changes in the market price of the Pensare Common Stock, the market value of the Common Stock issued in the Business Combination may be higher or lower than the values of these shares or warrants on earlier dates.

        In addition, following the Business Combination, fluctuations in the price of our securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for Computex's securities. Accordingly, the valuation ascribed to Computex and the Pensare Common Stock and warrants in the Business Combination may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for our securities develops and continues, the trading price of our securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.

        Factors affecting the trading price of our securities may include:

    actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

    changes in the market's expectations about our operating results;

    success of competitors;

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    our operating results failing to meet the expectation of securities analysts or investors in a particular period;

    changes in financial estimates and recommendations by securities analysts concerning the Company or the telecommunications industry in general;

    operating and stock price performance of other companies that investors deem comparable to the Company;

    our ability to market new and enhanced products on a timely basis;

    changes in laws and regulations affecting our business;

    our ability to meet compliance requirements;

    commencement of, or involvement in, litigation involving the Company or Computex;

    changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;

    the volume of shares of our common stock available for public sale;

    any major change in our board of directors or management;

    sales of substantial amounts of common stock by our directors, executive officers or significant stockholders or the perception that such sales could occur; and

    general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

        Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general, and Nasdaq in particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to the Company could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

If third parties bring claims against us, the proceeds held in trust could be reduced and the per-share redemption price received by stockholders may be less than $10.00.

        Our placing of funds in trust may not protect those funds from third party claims against us. Although we have sought and will continue to seek to have all vendors and service providers we engage and prospective target businesses we negotiate with execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our Public Stockholders, they may not execute such agreements. Furthermore, even if such entities execute such agreements with us, they may seek recourse against the Trust Account. A court may not uphold the validity of such agreements. Accordingly, the proceeds held in trust could be subject to claims which could take priority over those of our Public Stockholders. If we are unable to complete a business combination and distribute the proceeds held in trust to our Public Stockholders, our Sponsor has agreed (subject to certain exceptions described in our final prospectus filed with the SEC on July 31, 2017) that it will be liable to ensure that the proceeds in the Trust Account are not reduced below $10.00 per share by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us. However, it may not be able to meet such obligation. Therefore, the per-share distribution from the Trust Account may be less than $10.00, plus interest, due to such claims.

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        Additionally, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the Trust Account, we may not be able to return to our Public Stockholders at least $10.00 per share. We have not independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and believe that our Sponsor's only assets are securities of our company. We have not asked our Sponsor to reserve for such indemnification obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share.

If Pensare fails to consummate the PIPE, it may not have enough funds to complete the Business Combination.

        As a condition to closing the Business Combination, the Business Combination Agreement provides that Pensare shall have at least an aggregate of $35,000,000 of cash after satisfaction of various obligations immediately prior to the effective time of the Business Combination. Because the amount in the Trust Account is less than $35,000,000, Pensare requires the funds from the PIPE in order to consummate the Business Combination. If Pensare fails to consummate the PIPE, it is unlikely that Pensare will have sufficient funds to meet the condition to Closing in the Business Combination Agreement.

Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them.

        Our amended and restated certificate of incorporation provides that we will continue in existence only until April 1, 2020. If we have not completed a business combination by such date, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account net of interest that may be used by us to pay our franchise and income taxes payable, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders' rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, we cannot assure you that third parties will not seek to recover from our stockholders amounts owed to them by us.

        If we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a "preferential transfer" or a "fraudulent conveyance." As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. Furthermore, because we intend to distribute the proceeds held in the Trust Account to our Public Stockholders promptly after expiration of the time we have to complete an initial business combination, this may be viewed or interpreted as giving preference to our Public Stockholders over any potential creditors with respect to access to or distributions from our assets. Furthermore, our board may be

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viewed as having breached their fiduciary duties to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying Public Stockholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

Our directors may decide not to enforce our Sponsor's indemnification obligations, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our Public Stockholders.

        In the event that the proceeds in the Trust Account are reduced below $10.00 per public share and our Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce such indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce such indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our Public Stockholders may be reduced below $10.00 per share.

If, after we distribute the proceeds in the Trust Account to our Public Stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.

        If, after we distribute the proceeds in the Trust Account to our Public Stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a "preferential transfer" or a "fraudulent conveyance." As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying Public Stockholders from the Trust Account prior to addressing the claims of creditors.

If, before distributing the proceeds in the Trust Account to our Public Stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

        If, before distributing the proceeds in the Trust Account to our Public Stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If we do not file and maintain a current and effective prospectus relating to the common stock issuable upon exercise of the warrants, holders will only be able to exercise such warrants on a "cashless basis."

        If we do not file and maintain a current and effective prospectus relating to the common stock issuable upon exercise of the warrants at the time that holders wish to exercise such warrants, they will only be able to exercise them on a "cashless basis" provided that an exemption from registration is available. As a result, the number of shares of common stock that holders will receive upon exercise of the warrants will be fewer than it would have been had such holder exercised his warrant for cash.

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Further, if an exemption from registration is not available, holders would not be able to exercise on a cashless basis and would only be able to exercise their warrants for cash if a current and effective prospectus relating to the common stock issuable upon exercise of the warrants is available. Under the terms of the Warrant Agreement, we have agreed to use our best efforts to meet these conditions and to file and maintain a current and effective prospectus relating to the common stock issuable upon exercise of the warrants until the expiration of the warrants. However, we cannot assure you that we will be able to do so. If we are unable to do so, the potential "upside" of the holder's investment in our company may be reduced or the warrants may expire worthless.

A warrantholder will only be able to exercise a warrant if the issuance of shares of common stock upon such exercise has been registered or qualified or is deemed exempt under the securities laws of the state of residence of the holder of the warrants.

        No warrants will be exercisable and we will not be obligated to issue shares of common stock unless the shares of common stock issuable upon such exercise has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. If the shares of common stock issuable upon exercise of the warrants are not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, the warrants may be deprived of any value, the market for the warrants may be limited and they may expire worthless if they cannot be sold and may be subject to redemption.

We may amend the terms of the warrants in a manner that may be adverse to holders with the approval by the holders of at least 50% of the then outstanding warrants.

        Our warrants were issued in registered form under a Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The Warrant Agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision. The Warrant Agreement requires the approval by the holders of at least 50% of the then outstanding warrants (including the Private Placement Warrants) in order to make any change that adversely affects the interests of the registered holders. Accordingly, we would need only 2,506,251, or 16.1%, of the Public Warrants to vote in favor of a proposed amendment for it to be approved (assuming the holders of the Private Placement Warrants all voted in favor of the amendment).

We may amend the terms of the rights in a manner that may be adverse to holders with the approval by the holders of at least 50% of the then outstanding rights.

        Our rights were issued in registered form under a right agreement between Continental Stock Transfer & Trust Company, as rights agent, and us. The right agreement provides that the terms of the rights may be amended without the consent of any holder to cure any ambiguity or correct any defective provision. The right agreement requires the approval by the holders of at least 50% of the then outstanding rights in order to make any change that adversely affects the interests of the registered holders.

Our ability to successfully effect the Business Combination and successfully operate the business thereafter will be largely dependent upon the efforts of certain key personnel of Computex, whom we expect to stay with the combined company following the Business Combination. The loss of such key personnel could negatively impact the operations and financial results of the combined business.

        Our ability to successfully effect the Business Combination and successfully operate the business following the Closing is dependent upon the efforts of certain key personnel of Computex. Although we expect key personnel to remain with the combined company following the Business Combination, there can be no assurance that they will do so. It is possible that Computex will lose some key personnel, the loss of which could negatively impact the operations and profitability of the combined company.

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Furthermore, following the Closing, certain of the key personnel of Computex may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause the combined company to have to expend time and resources helping them become familiar with such requirements.

Our officers and directors may allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to consummate a business combination.

        Our officers and directors are not required to commit their full time to our affairs, which could create a conflict of interest when allocating their time between our operations and their other commitments. We presently expect each of our employees to devote such amount of time as they reasonably believe is necessary to our business. We do not intend to have any full-time employees prior to the consummation of our initial business combination. All of our officers and directors are engaged in other business endeavors and are not obligated to devote any specific number of hours to our affairs. If our officers' and directors' other business affairs require them to devote more substantial amounts of time to such affairs, it could limit their ability to devote time to our affairs and could have a negative impact on our ability to consummate our initial business combination. We cannot assure you that these conflicts will be resolved in our favor.

Our directors have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement.

        When considering our board of directors' recommendation that our stockholders vote in favor of the approval of the Business Combination Proposal, our stockholders should be aware that certain of our directors and the executive officers have interests in the Business Combination that may be different from, or in addition to, the interests of our stockholders. These interests include:

    the beneficial ownership of the Sponsor and our officers and directors of an aggregate of 5,953,500 shares of Pensare Common Stock, which shares would become worthless if Pensare does not complete an initial business combination within the applicable time period, as our Initial Stockholders have waived any right to redemption with respect to these shares. Such shares have an aggregate market value of approximately $62.7 million based on the closing price of the Pensare Common Stock of $10.54 on Nasdaq on February 12, 2020;

    the beneficial ownership of our Sponsor of 7,017,290 warrants to purchase 7,017,290 shares of Pensare Common Stock, which warrants would expire and become worthless if we do not complete a business combination within the applicable time period. Such warrants have an aggregate market value of approximately $2.3 million based on the closing price of our warrants of $0.33 on Nasdaq on February 12, 2020;

    the chairman of our board of directors and a director of Computex, Mr. Mock, is the Managing Partner of Navigation Capital Partners, which is Computex's controlling shareholder, and pursuant to the Business Combination Agreement, in addition to continuing to serve as the Chairman of Pensare's board of directors, Mr. Mock will remain on the Surviving Corporation's board of directors upon the Closing;

    working capital loans from our Sponsor in an aggregate amount of approximately $8.3 million, as of December 31, 2019, which will be repaid only if Pensare completes an initial business combination; and

    the continued indemnification of our current directors and officers and the continuation of directors' and officers' liability insurance after the Business Combination.

        These interests may influence our directors in making their recommendation that you vote in favor of the Business Combination Proposal, and the transactions contemplated thereby.

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The exercise of discretion by our directors and officers in agreeing to changes to the terms of or waivers of closing conditions in the Business Combination Agreement may result in a conflict of interest when determining whether such changes to the terms of the Business Combination Agreement or waivers of conditions are appropriate and in the best interests of our securityholders.

        In the period leading up to the Closing, other events may occur that, pursuant to the Business Combination Agreement, would require us to agree to amend the Business Combination Agreement, to consent to certain actions or to waive rights that we are entitled to under those agreements. Such events could arise because of changes in the course of Computex's business, a request by Computex to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on Computex's business and would entitle us to terminate the Business Combination Agreement. In any of such circumstances, it would be in our discretion, acting through our board of directors, to grant our consent or waive our rights. The existence of the financial and personal interests of the directors described elsewhere in this proxy statement may result in a conflict of interest on the part of one or more of the directors between what he may believe is best for us and our securityholders and what he may believe is best for himself or his affiliates in determining whether or not to take the requested action. While certain changes could be made without further stockholder approval, if there is a change to the terms of the transaction that would have a material impact on the stockholders, we will be required to circulate a new or amended proxy statement or supplement thereto and resolicit the vote of our stockholders with respect to the Business Combination Proposal.

Certain of our officers have, and any of our officers and directors or their affiliates may in the future have, outside fiduciary and contractual obligations and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

        Certain of our directors have, and any of our officers and directors or their affiliates may in the future have, fiduciary and contractual obligations to other companies. Accordingly, they may participate in transactions and have obligations that may be in conflict or competition with the consummation of our initial business combination. As a result, a potential target business may be presented by our management team to another entity prior to its presentation to us and we may not be afforded the opportunity to engage in a transaction with such target business.

The JOBS Act will permit the combined company to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for so long as the combined company is an "emerging growth company."

        The combined company will qualify as an "emerging growth company" as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, the combined company will be eligible for and intends to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an emerging growth company, including (i) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (iii) reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements. The combined company will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of its common stock that is held by non-affiliates exceeds $700 million as of June 30 of that fiscal year, (ii) the last day of the fiscal year in which it has total annual gross revenue of $1.07 billion or more during such fiscal year, (iii) the date on which it has issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of the first sale of its common stock in the IPO, which would be

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December 31, 2022. If the post-combination company continues to expand its business through acquisitions and/or continues to grow revenues organically post-Business Combination, we may cease to be an emerging growth company prior to December 31, 2022.

        In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as the combined company is an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the same time private companies adopt the new or revised standard. Investors may find the combined company's common stock less attractive because it will rely on these exemptions, which may result in a less active trading market for the combined company's common stock and its stock price may be more volatile.

We may only be able to complete one business combination, which will cause us to be solely dependent on Computex which may have a limited number of products or services.

        It is possible that we will consummate a business combination with a single target business, Computex, although we could simultaneously acquire several target businesses and we have entered into a non-binding letter of intent to acquire a second company. By consummating a business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:

    solely dependent upon the performance of Computex, or

    dependent upon the development or market acceptance of Computex's products, processes and services.

        This lack of diversification may subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to a business combination.

        Alternatively, if we determine to simultaneously acquire several businesses, and such businesses are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete the business combinations. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies into a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

In connection with the vote to approve the Business Combination, we are offering each public stockholder the option to vote in favor of a proposed business combination and still seek conversion of his, her or its shares.

        In connection with the vote to approve the Business Combination, we are offering each public stockholder (but not our Sponsor, officers or directors) the right to have his, her or its shares of common stock converted to cash (subject to the limitations described in our final prospectus filed with the SEC on July 31, 2017) regardless of whether such stockholder votes for or against the proposed

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Business Combination. This ability to seek conversion while voting in favor of the proposed Business Combination may make it more likely that we will consummate the Business Combination.

In connection with the special meeting, stockholders who wish to convert their shares in connection with the proposed Business Combination are required to comply with specific requirements for conversion that may make it more difficult for them to exercise their conversion rights prior to the deadline for exercising their rights.

        In connection with the special meeting to approve the proposed Business Combination, each public stockholder will have the right, regardless of whether he is voting for or against the proposed Business Combination, to demand that we convert his shares into a pro rata share of the Trust Account as of two business days prior to the consummation of the Business Combination. We require Public Stockholders who wish to convert their shares in connection with a proposed business combination to either (i) tender their certificates to our transfer agent or (ii) deliver their shares to the transfer agent electronically using the Depository Trust Company's DWAC (Deposit/Withdrawal At Custodian) System, at the holders' option, in each case prior to February 20, 2020. In order to obtain a physical stock certificate, a stockholder's broker and/or clearing broker, DTC and our transfer agent will need to act to facilitate this request. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because we do not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. While we have been advised that it takes a short time to deliver shares through the DWAC System, we cannot assure you of this fact. Accordingly, if it takes longer than we anticipate for stockholders to deliver their shares, stockholders who wish to convert may be unable to meet the deadline for exercising their conversion rights and thus may be unable to convert their shares.

Converting stockholders may be unable to sell their securities when they wish to in the event that the proposed business combination is not approved.

        Public Stockholders who wish to convert their shares are required to either (i) tender their certificates to our transfer agent or (ii) deliver their shares to the transfer agent electronically using the Depository Trust Company's DWAC (Deposit/Withdrawal At Custodian) System as described above and if the proposed Business Combination is not consummated, we will promptly return such certificates to the tendering Public Stockholders. Accordingly, investors who attempted to convert their shares in such a circumstance will be unable to sell their securities after the failed acquisition until we have returned their securities to them. The market price for our shares of common stock may decline during this time and you may not be able to sell your securities when you wish to, even while other stockholders that did not seek conversion may be able to sell their securities.

Our Initial Stockholders control a substantial interest in us and thus may influence certain actions requiring a stockholder vote.

        Our Initial Stockholders own approximately 97.9% of our issued and outstanding shares of common stock. In addition, our Sponsor, officers, directors or their affiliates could determine in the future to make such purchases in the open market or in private transactions, to the extent permitted by law, in order to influence the vote or magnitude of the number of stockholders seeking to tender their shares to us. In connection with the vote for the proposed Business Combination, our Sponsor and Initial Stockholders, as well as all of our officers and directors, have agreed to vote the shares of common stock owned by them in favor of the Business Combination.

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Our outstanding rights, warrants and unit purchase options may have an adverse effect on the market price of our common stock and make it more difficult to effect the Business Combination.

        We issued rights to receive 3,105,000 shares of common stock and warrants to purchase 15,525,000 shares of common stock as part of the units sold in our initial public offering and Private Placement Warrants to purchase 10,512,500 shares of common stock. We also issued unit purchase options to purchase 1,350,000 units to EBC (and/or its designees) which, if exercised, will result in the issuance of 1,350,000 shares of common stock, rights to receive 135,000 shares of common stock and warrants to purchase an additional 675,000 shares of common stock. We may also issue other warrants to our Sponsor, officers or directors in payment of working capital loans made to us as described in our final prospectus filed with the SEC on July 31, 2017. To the extent we issue shares of common stock to effect a business combination, the potential for the issuance of a substantial number of additional shares upon exercise of these rights, warrants and unit purchase options could make us a less attractive acquisition vehicle in the eyes of a target business. Such securities, when exercised, will increase the number of issued and outstanding shares of common stock and reduce the value of the shares issued to complete the business combination. Accordingly, our rights, warrants and unit purchase option may make it more difficult to effectuate a business combination or increase the cost of acquiring the target business. Additionally, the sale, or even the possibility of sale, of the shares underlying the rights, warrants or unit purchase option could have an adverse effect on the market price for our securities or on our ability to obtain future financing.

We may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to the holder, thereby making such warrants worthless.

        We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within a 30 trading-day period ending on the third business day prior to proper notice of such redemption provided that on the date we give notice of redemption and during the entire period thereafter until the time we redeem the warrants, we have an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force warrantholders (i) to exercise their warrants and pay the exercise price therefor at a time when it may be disadvantageous to do so, (ii) to sell warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of such warrants. None of the Private Placement Warrants will be redeemable by us so long as they are held by the initial purchasers or their permitted transferees.

Our management's ability to require holders of our warrants to exercise such warrants on a cashless basis will cause holders to receive fewer shares of common stock upon their exercise of the warrants than they would have received had they been able to exercise their warrants for cash.

        If we call our Public Warrants for redemption after the redemption criteria have been satisfied, our management will have the option to require any holder that wishes to exercise his warrant (including any warrants held by our Sponsor, officers or directors or their permitted transferees) to do so on a "cashless basis." If our management chooses to require holders to exercise their warrants on a cashless basis, the number of shares of common stock received by a holder upon exercise will be fewer than it would have been had such holder exercised his warrant for cash. This will have the effect of reducing the potential "upside" of the holder's investment in our company.

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If our security holders exercise their registration rights, it may have an adverse effect on the market price of our shares of common stock and the existence of these rights may make it more difficult to effect a business combination.

        Our Initial Stockholders are entitled to demand that we register the resale of the Founder Shares at any time commencing three months prior to the date on which their shares may be released from escrow. Additionally, the holders of the Private Placement Warrants and any warrants our Sponsor, officers, directors, or their affiliates may be issued in payment of working capital loans made to us are entitled to demand that we register the resale of the Private Placement Warrants and any other warrants we issue to them (and the underlying shares of common stock) commencing at any time after we consummate an initial business combination. The presence of these additional shares of common stock trading in the public market may have an adverse effect on the market price of our securities. In addition, the existence of these rights may make it more difficult to effectuate a business combination or increase the cost of acquiring the target business, as the stockholders of the target business may be discouraged from entering into a business combination with us or will request a higher price for their securities because of the potential effect the exercise of such rights may have on the trading market for our shares of common stock.

If we are deemed to be an investment company, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete a business combination.

        A company that, among other things, is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, owning, trading or holding certain types of securities would be deemed an investment company under the Investment Company Act, as amended, or the Investment Company Act. Since we will invest the proceeds held in the Trust Account, it is possible that we could be deemed an investment company. Notwithstanding the foregoing, we do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in trust may be invested by the trustee only in United States "government securities" within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. By restricting the investment of the proceeds to these instruments, we intend to meet the requirements for the exemption provided in Rule 3a-1 promulgated under the Investment Company Act.

        If we are nevertheless deemed to be an investment company under the Investment Company Act, we may be subject to certain restrictions that may make it more difficult for us to complete a business combination, including:

    restrictions on the nature of our investments; and

    restrictions on the issuance of securities.

        In addition, we may have imposed upon us certain burdensome requirements, including:

    registration as an investment company;

    adoption of a specific form of corporate structure; and

    reporting, record keeping, voting, proxy, compliance policies and procedures and disclosure requirements and other rules and regulations.

        Compliance with these additional regulatory burdens would require additional expense for which we have not allotted.

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The combined company may not be able to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act that will be applicable to it after the Business Combination is consummated.

        Computex is not currently subject to Section 404 of the Sarbanes-Oxley Act. However, following the consummation of the Business Combination and the transactions related thereto, the combined company will be required to provide management's attestation on internal controls. The standards required for a public company under Section 404(a) of the Sarbanes-Oxley Act are significantly more stringent than those required of Computex as a privately-held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable after the Business Combination. If the combined company is not able to implement the additional requirements of Section 404(a) in a timely manner or with adequate compliance, it may not be able to assess whether its internal controls over financial reporting are effective, which may subject it to adverse regulatory consequences and could harm investor confidence and the market price of its securities.

Provisions in our amended and restated certificate of incorporation and bylaws and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our common stock and could entrench management.

        Our amended and restated certificate of incorporation and bylaws contain provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. Our board of directors is divided into two classes, each of which serves for a term of two years with only one class of directors being elected in each year. As a result, at a given annual meeting only a minority of the board of directors may be considered for election. Since our "staggered board" may prevent our stockholders from replacing a majority of our board of directors at any given annual meeting, it may entrench management and discourage unsolicited stockholder proposals that may be in the best interests of stockholders. Moreover, our board of directors has the ability to designate the terms of and issue new series of preferred stock.

        We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations.

        We are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business and results of operations.

There may be tax consequences to our business combinations that may adversely affect us.

        While we expect to undertake any merger or acquisition so as to minimize taxes both to the acquired business and/or asset and us, such business combination might not meet the statutory requirements of a tax-free reorganization, or the parties might not obtain the intended tax-free treatment upon a transfer of shares or assets. A non-qualifying reorganization could result in the imposition of substantial taxes.

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Our amended and restated certificate of incorporation will provide, subject to limited exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.

        Our amended and restated certificate of incorporation will provide, to the fullest extent permitted by law, that derivative actions brought in our name, actions against directors, officers and employees for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder's counsel; provided that the exclusive forum provision will not apply to (i) suits brought to enforce any liability or duty created by the Exchange Act, (ii) any other claim for which the federal courts have exclusive jurisdiction, (iii) any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (iv) any claim which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (v) any claim for which the Court of Chancery does not have subject matter jurisdiction. Furthermore, our amended and restated certificate of incorporation will also provide that unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, there is uncertainty as to whether a court would enforce such provision with respect to suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our amended and restated certificate of incorporation.

        This choice of forum provision may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

Our warrants may have an adverse effect on the market price of the Pensare Common Stock.

        We have issued warrants to purchase an aggregate of 25,531,250 shares of Pensare Common Stock as part of the units offered in our initial public offering, including the exercise of the underwriters' over-allotment option, the sale of private placement warrants and the sale of private placement units, each exercisable to purchase one share of Pensare Common Stock at $11.50 per share. To the extent such warrants are exercised, additional shares of Pensare Common Stock will be issued, which will result in dilution to our stockholders and increase the number of shares of Pensare Common Stock eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of the Pensare Common Stock.

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Because we have no current plans to pay cash dividends on Pensare Common Stock for the foreseeable future, you may not receive any return on investment unless you sell your Pensare Common Stock for a price greater than that which you paid for it.

        We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in Pensare Common Stock unless you sell your shares of Pensare Common Stock for a price greater than that which you paid for it.

Following the consummation of the Business Combination, the combined company will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations.

        Following the consummation of the Business Combination, the combined company will face increased legal, accounting, administrative and other costs and expenses as a public company that Computex does not incur as a private company. The Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the PCAOB and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements will require the combined company to carry out activities Computex has not done previously. For example, the combined company will create new board committees and adopt new internal controls and disclosure controls and procedures. In addition, additional expenses associated with SEC reporting requirements will be incurred. Furthermore, if any issues in complying with those requirements are identified (for example, if the auditors identify a material weakness or significant deficiency in the internal control over financial reporting), the combined company could incur additional costs rectifying those issues, and the existence of those issues could adversely affect the combined company's reputation or investor perceptions of it. It may also be more expensive to obtain director and officer liability insurance. Risks associated with the combined company's status as a public company may make it more difficult to attract and retain qualified persons to serve on the board of directors or as executive officers. The additional reporting and other obligations imposed by these rules and regulations will increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs will require the combined company to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

Pensare's Initial Stockholders have agreed to vote in favor of the Business Combination, regardless of how Pensare's Public Stockholders vote.

        Unlike many other blank check companies in which the Initial Stockholders agree to vote their founder shares in accordance with the majority of the votes cast by the Public Stockholders in connection with an initial business combination, Pensare's Initial Stockholders have agreed to vote their Founder Shares, as well as any Public Shares purchased during or after Pensare's initial public offering, in favor of the Business Combination. Pensare's Initial Stockholders own 97.9% of the outstanding shares of Pensare Common Stock. Accordingly, it is more likely that the necessary stockholder approval

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to complete the Business Combination will be received than would be the case if Pensare's Initial Stockholders agreed to vote their Founder Shares in accordance with the majority of the votes cast by Pensare's Public Stockholders.

Pensare may not be able to complete its initial business combination within the prescribed time frame, in which case Pensare would cease all operations except for the purpose of winding up and Pensare would redeem its Public Shares and liquidate, in which case Pensare's Public Stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and Pensare's warrants will expire worthless.

        The Sponsor and Pensare's officers and directors have agreed that Pensare must complete its initial business combination by April 1, 2020. Pensare may not be able to complete its initial business combination within this time period. If Pensare has not completed its initial business combination within this time period, Pensare will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account net of interest that may be used by us to pay our franchise and income taxes payable, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders' rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Pensare's remaining stockholders and Pensare's board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to Pensare's obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, Pensare's Public Stockholders may only receive $10.00 per share, and Pensare's warrants will expire worthless. In certain circumstances, Pensare's Public Stockholders may receive less than $10.00 per share on the redemption of their shares.

The Sponsor and Pensare's directors, officers, advisors or their affiliates may elect to purchase shares from Public Stockholders, which may influence a vote on a proposed business combination and reduce the public "float" of Pensare Common Stock.

        The Sponsor and Pensare's directors, officers, advisors or their affiliates may purchase shares of Pensare Common Stock in privately negotiated transactions or in the open market either prior to or following the completion of Pensare's initial business combination, although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor and Pensare's directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination. This may result in the completion of the Business Combination that may not otherwise have been possible.

        In addition, if such purchases are made, the public "float" of Pensare Common Stock and the number of beneficial holders of Pensare's securities may be reduced, possibly making it difficult for the combined company to obtain the quotation, listing or trading of its securities on a national securities exchange.

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If a stockholder fails to receive notice of Pensare's offer to redeem its Public Shares in connection with the Business Combination, such shares may not be redeemed.

        Pensare will comply with the proxy rules when conducting redemptions in connection with the Business Combination. Despite Pensare's compliance with these rules, if a stockholder fails to receive Pensare's proxy materials, as applicable, such stockholder may not become aware of the opportunity to redeem its shares. In addition, the proxy materials that Pensare will furnish to holders of its Public Shares in connection with the Business Combination will describe the various procedures that must be complied with in order to redeem Public Shares. For example, Pensare may require its Public Stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in "street name," to either tender their certificates to Pensare's transfer agent prior to the date set forth in the proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the Business Combination in the event Pensare distributes proxy materials, or to deliver their shares to the transfer agent electronically. In the event that a stockholder fails to comply with these or any other procedures, its shares may not be redeemed.

Pensare's Public Stockholders will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate their investment, therefore, Public Stockholders may be forced to sell their Public Shares or warrants, potentially at a loss.

        Pensare's Public Stockholders will be entitled to receive funds from the Trust Account only upon the earlier to occur of: (i) Pensare's completion of an initial business combination, and then only in connection with those shares of Pensare Common Stock that such stockholder properly elected to redeem, subject to the limitations described herein, and (ii) the redemption of Pensare's Public Shares if it is unable to complete an initial business combination by April 1, 2020, subject to applicable law and as further described herein. In addition, if Pensare is unable to complete an initial business combination by April 1, 2020 for any reason, compliance with Delaware law may require that Pensare submit a plan of dissolution to its then-existing stockholders for approval prior to the distribution of the proceeds held in the Trust Account. In that case, Public Stockholders may be forced to wait beyond April 1, 2020 before they receive funds from the Trust Account. In no other circumstances will a public stockholder have any right or interest of any kind in the Trust Account. Accordingly, to liquidate your investment, you may be forced to sell your Public Shares or warrants, potentially at a loss.

If our stockholders fail to comply with the procedures for tendering their shares, such shares may not be redeemed.

        This proxy statement describes the various procedures that must be complied with in order for a public stockholder to validly redeem its public shares. In the event that a stockholder fails to comply with these procedures, its shares may not be redeemed.

Public Stockholders at the time of the Business Combination who purchased their units in Pensare's initial public offering and do not exercise their redemption rights may pursue rescission rights and related claims.

        Pensare's Public Stockholders may allege that some aspects of the Business Combination are inconsistent with the disclosure contained in the prospectus issued by Pensare in connection with the offer and sale in its initial public offering of units, including the structure of the proposed Business Combination. Consequently, a public stockholder who purchased shares in the initial public offering (excluding the Initial Stockholders) and still holds them at the time of the business combination and who does not seek to exercise redemption rights might seek rescission of the purchase of the units such holder acquired in the initial public offering. A successful claimant for damages under federal or state law could be awarded an amount to compensate for the decrease in the value of such holder's shares caused by the alleged violation (including, possibly, punitive damages), together with interest, while retaining the shares. If stockholders bring successful rescission claims against Pensare, it may not have

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sufficient funds following the consummation of the Business Combination to pay such claims, or if claims are successfully brought against the combined company following the consummation of the Business Combination, the combined company's results of operations could be adversely affected and, in any event, the combined company may be required in connection with the defense of such claims to incur expenses and divert employee attention from other business matters.

Future issuances of any equity securities may dilute the interests of Pensare's stockholders and decrease the trading price of the combined company's shares.

        Any future issuance of equity securities could dilute the interests of Pensare's stockholders and could substantially decrease the trading price of the combined company's shares. The combined company may issue equity or equity-linked securities in connection with the Business Combination or in the future, including pursuant to the PIPE or other offering of equity securities, for a number of reasons, including to finance the combined company's operations and business strategy (including in connection with acquisitions and other transactions), to adjust the combined company's ratio of debt to equity, to satisfy its obligations upon the exercise of then-outstanding options or other equity-linked securities, if any, or for other reasons.

Pensare's stockholders will have a reduced ownership and voting interest after consummation of the Business Combination and will exercise less influence over management.

        After the completion of the Business Combination, Pensare's stockholders will own a smaller percentage of the combined company than they currently own of Pensare. Upon completion of the Business Combination, it is anticipated that Pensare's stockholders (including the Initial Stockholders), will own approximately 23%, of the Pensare Common Stock issued and outstanding immediately after the consummation of the Business Combination, assuming that none of Pensare's Public Stockholders exercise their redemption rights. Consequently, Pensare's stockholders, as a group, will have reduced ownership and voting power in the combined company compared to their ownership and voting power in Pensare.

The Sponsor and Pensare's executive officers and directors have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement.

        When you consider the recommendation of Pensare's board of directors in favor of approval of the Business Combination Proposal, you should keep in mind that certain of Pensare's directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder. These interests include, among other things:

    the beneficial ownership of the Sponsor and certain of Pensare's directors of an aggregate of 5,953,500 shares of Pensare Common Stock, which shares would become worthless if Pensare does not complete a business combination within the applicable time period, as the Initial Stockholders have waived any right to redemption with respect to these shares. Such shares have an aggregate market value of approximately $62.7 million based on the closing price of Pensare Common Stock of $10.54 on NASDAQ on February 12, 2020;

    the beneficial ownership of the Sponsor of warrants to purchase 7,017,290 shares of Pensare Common Stock currently held by it, which warrants would expire and become worthless if Pensare does not complete a business combination within the applicable time period. Such warrants have an aggregate market value of approximately $2.3 million based on the closing price of Pensare's warrants of $0.33 on NASDAQ on February 12, 2020;

    Pensare's directors will not receive reimbursement for any out-of-pocket expenses incurred by them on Pensare's behalf incident to identifying, investigating and consummating a business

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      combination to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated;

    the chairman of our board of directors and a director of Computex, Mr. Mock, is the Managing Partner of Navigation Capital Partners, which is Computex's controlling shareholder, and pursuant to the Business Combination Agreement, in addition to continuing to serve as the Chairman of Pensare's board of directors, Mr. Mock will also remain on the Surviving Corporation's board of directors upon the Closing;

    working capital loans from our Sponsor in an aggregate amount of approximately $8.3 million, as of December 31, 2019, which will be repaid only if Pensare completes an initial business combination;

    the potential continuation of certain of Pensare's directors as directors of the post-Business Combination company; and

    the continued indemnification of current directors and officers of Pensare and the continuation of directors' and officers' liability insurance after the Business Combination.

        These interests may influence Pensare's directors in making their recommendation that you vote in favor of the Business Combination Proposal and the other proposals described in this proxy statement.

Financial projections of Computex may not be realized.

        Certain internal financial information and forecasts for Computex were prepared by Computex's management. These financial projections include numerous assumptions about general business, economic, market, regulatory and financial conditions and various other factors, all of which are difficult to predict and uncertain. These financial projections were not prepared with a view to public disclosure, are subject to significant economic, competitive, industry and other uncertainties, and may not be achieved in full, at all, or within projected timeframes. The failure of Computex to achieve the projected results, could have a material adverse effect on the price of Pensare's Common Stock and Pensare's financial position following the Business Combination.

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SPECIAL MEETING OF PENSARE STOCKHOLDERS

The Pensare Special Meeting

        Pensare is furnishing this proxy statement to you as part of the solicitation of proxies by its board of directors for use at the special meeting of stockholders to be held on February 27, 2020, and at any adjournment or postponement thereof. This proxy statement is first being furnished to Pensare's stockholders on or about February 13, 2020. This proxy statement provides you with information you need to know to be able to vote or instruct your vote to be cast at the special meeting of stockholders.

Date, Time and Place of Special Meeting

        The special meeting of stockholders of Pensare will be held at 11:00 a.m., Eastern time, on February 27, 2020, at the offices of Greenberg Traurig, LLP, located at the MetLife Building, 200 Park Avenue, New York, NY 10166, or such other date, time and place to which such meeting may be adjourned or postponed, for the purpose of considering and voting upon the proposals.

Purpose of the Special Meeting

        At the Pensare special meeting of stockholders, Pensare will ask the Pensare stockholders to vote in favor of the following proposals:

    The Business Combination Proposal—a proposal to approve the adoption of the Business Combination Agreement and the Merger, including the approval for purposes of NASDAQ Listing Rule 5635 of the issuance pursuant to the Business Combination Agreement of a number of shares of Pensare Common Stock that exceeds 20% of the number of shares of Pensare Common Stock that is currently outstanding;

    The Certificate Proposal—a proposal to change our name to American Virtual Cloud Technologies, Inc.; to remove certain provisions related to our status as a blank check company; and to make certain other changes that our board of directors deems appropriate for a public operating company;

    Incentive Plan Proposal—a proposal to adopt the American Virtual Cloud Technologies, Inc. 2020 Incentive Compensation Plan; and

    The Adjournment Proposal—a proposal to authorize the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based on the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Business Combination Proposal, the Incentive Plan Proposal or Public Stockholders have elected to redeem an amount of Public Shares such that the minimum available cash condition to the obligation to closing of the Business Combination would not be satisfied.

Recommendation of Pensare Board of Directors

        Pensare's board of directors believes that each of the Business Combination Proposal, the Certificate Proposal, the Incentive Plan Proposal and the Adjournment Proposal to be presented at the special meeting of stockholders is in the best interests of Pensare and its stockholders and unanimously recommends that its stockholders vote "FOR" each of the proposals.

        When you consider the recommendation of Pensare's board of directors in favor of approval of the Business Combination Proposal, you should keep in mind that certain of Pensare's directors and

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officers have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder. These interests include, among other things:

    the beneficial ownership of the Sponsor and certain of Pensare's directors of an aggregate of 5,953,500 Founder Shares, which shares would become worthless if Pensare does not complete a business combination within the applicable time period, as the Initial Stockholders have waived any right to redemption with respect to these shares. Such shares have an aggregate market value of approximately $62.7 million, based on the closing price of the Pensare Common Stock of $10.54 on Nasdaq on February 12, 2020;

    the beneficial ownership of the Sponsor of warrants to purchase 7,017,290 shares of Pensare Common Stock currently held by it, which warrants would expire and become worthless if Pensare does not complete a business combination within the applicable time period. Such warrants have an aggregate market value of approximately $2.3 million based on the closing price of the Public Warrants of $0.33 on Nasdaq on February 12, 2020;

    Pensare's directors will not receive reimbursement for any out-of-pocket expenses incurred by them on Pensare's behalf incident to identifying, investigating and consummating a business combination to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated;

    the chairman of our board of directors and a director of Computex, Mr. Mock, is the Managing Partner of Navigation Capital Partners, which is Computex's controlling shareholder, and pursuant to the Business Combination Agreement, in addition to continuing to serve as the Chairman of Pensare's board of directors, Mr. Mock will also remain on the Surviving Corporation's board of directors upon the Closing;

    working capital loans from our Sponsor in an aggregate amount of approximately $8.3 million, as of December 31, 2019, which will be repaid only if Pensare completes an initial business combination;

    the continuation of certain of Pensare's directors and officers as directors following the consummation of the Business Combination; and

    the continued indemnification of current directors and officers of Pensare and the continuation of directors' and officers' liability insurance after the Business Combination.

Record Date and Voting

        You will be entitled to vote or direct votes to be cast at the special meeting of stockholders if you owned shares of Pensare Common Stock at the close of business on January 24, 2020, which is the record date for the special meeting of stockholders. You are entitled to one vote for each share of Pensare Common Stock that you owned as of the close of business on the record date. If your shares are held in "street name" or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 7,932,977 shares of Pensare Common Stock outstanding, of which 170,477 are Public Shares and 7,762,500 are Founder Shares held by Pensare's Initial Stockholders.

        Pensare's Initial Stockholders have agreed to vote all of their Founder Shares and any Public Shares acquired by them in favor of the Business Combination Proposal. Pensare's issued and outstanding warrants do not have voting rights at the special meeting of stockholders.

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Voting Your Shares

        Each share of Pensare Common Stock that you own in your name entitles you to one vote on each of the proposals for the special meeting of stockholders. Your one or more proxy cards show the number of shares of Pensare Common Stock that you own.

        If you are a holder of record, there are two ways to vote your shares of Pensare Common Stock at the special meeting of stockholders:

    You can vote by completing, signing and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in "street name" through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the applicable special meeting(s). If you vote by proxy card, your "proxy," whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares of Pensare Common Stock will be voted, as recommended by Pensare's board of directors. With respect to proposals for the special meeting of stockholders, that means: "FOR" the Business Combination Proposal and "FOR" the Adjournment Proposal.

    You can attend the special meeting and vote in person. You will be given a ballot when you arrive. However, if your shares of Pensare Common Stock are held in the name of your broker, bank or other nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares of Pensare Common Stock.

Who Can Answer Your Questions About Voting Your Shares

        If you have any questions about how to vote or direct a vote in respect of your shares of Pensare Common Stock, you may contact Pensare's proxy solicitor:

Morrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Telephone: (800) 662-5200
Banks and brokers: (203) 658-9400
Email: WRLS.info@morrowsodali.com

        You may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section entitled "Where You Can Find More Information."

Quorum and Vote Required for Proposals

        A quorum of Pensare's stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting of stockholders if a majority of the Pensare Common Stock outstanding and entitled to vote at the special meeting of stockholders is represented in person or by proxy. Abstentions will count as present for the purposes of establishing a quorum.

        The approval of the Business Combination Proposal requires the affirmative vote of a majority of the outstanding shares of Pensare Common Stock present and entitled to vote at the special meeting of stockholders. Accordingly, a Pensare stockholder's failure to vote by proxy or to vote in person at the special meeting of stockholders or an abstention from voting, will have the same effect as a vote "AGAINST" the Business Combination Proposal. Broker Non-Votes will not have any effect on the outcome of this proposal.

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        The approval of the Certificate Proposal requires the affirmative vote of a majority of the outstanding shares of Pensare Common Stock entitled to vote at the special meeting of stockholders. Accordingly, a Pensare stockholder's failure to vote by proxy or to vote in person at the special meeting of stockholders, Broker Non-Votes or an abstention from voting, will have the same effect as a vote "AGAINST" the Certificate Proposal.

        The Incentive Plan Proposal requires the affirmative vote of the holders of a majority of the shares of Pensare Common Stock that are voted thereon at the special meeting of stockholders. Accordingly, a Pensare stockholder's failure to vote by proxy or to vote in person at the special meeting, an abstention from voting, or a Broker Non-Vote will have no effect on the outcome of any vote on the Incentive Plan Proposal.

        The Adjournment Proposal, if presented, requires the affirmative vote of the holders of a majority of the shares of Pensare Common Stock that are voted thereon at the special meeting of stockholders. Accordingly, a Pensare stockholder's failure to vote by proxy or to vote in person at the special meeting, an abstention from voting, or a Broker Non-Vote will have no effect on the outcome of any vote on the Adjournment Proposal.

Abstentions and Broker Non-Votes

        Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. Pensare believes the proposals presented to its stockholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. If you do not provide instructions with your proxy, your bank, broker or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker or nominee is not voting your shares is referred to as a "Broker Non-Vote."

        Abstentions and Broker Non-Votes will be counted for purposes of determining the presence of a quorum at the special meeting of Pensare stockholders. Abstentions will have the same effect as a vote "AGAINST" the Business Combination Proposal. A Broker Non-Vote will have no effect on the Business Combination Proposal. Abstentions and Broker Non-Votes will have no effect on the outcome of the Incentive Plan Proposal or the Adjournment Proposal. Broker Non-Votes or an abstention from voting, will have the same effect as a vote "AGAINST" the Certificate Proposal.

Revocability of Proxies

        If you have submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later-dated, signed proxy card to Morrow Sodali LLC, Pensare's proxy solicitor, prior to the date of the special meeting or by voting in person at the special meeting. Attendance at the special meeting alone will not change your vote. You also may revoke your proxy by sending a notice of revocation to Pensare's secretary, which must be received before the Special Meeting.

Redemption Rights

        Pursuant to Pensare's amended and restated certificate of incorporation, any holders of Public Shares may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, less franchise and income taxes payable, calculated as of two business days prior to the consummation of the Business Combination. If demand is properly made and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account which holds the proceeds of Pensare's initial public offering as of two business days prior to the consummation of the Business Combination, less

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franchise and income taxes payable, upon the consummation of the Business Combination. For illustrative purposes, based on funds in the Trust Account of approximately $1.87 million on January 31, 2020, the estimated per share redemption price would have been approximately $10.89.

        Redemption rights are not available to holders of rights or warrants in connection with the Business Combination.

        In order to exercise your redemption rights, you must, prior to 4:30 p.m., Eastern time, on February 25, 2020 (two business days before the special meeting), both:

    Submit a request in writing that Pensare redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, Pensare's transfer agent, at the following address:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com

    Deliver your Public Shares either physically or electronically through DTC to Pensare's transfer agent. Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent. It is Pensare's understanding that stockholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, Pensare does not have any control over this process and it may take longer than one week. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your Public Shares as described above, your shares will not be redeemed.

        Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with Pensare's consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to Pensare's transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that Pensare's transfer agent return the shares (physically or electronically). You may make such request by contacting Pensare's transfer agent at the phone number or address listed above.

        Each redemption of Public Shares by Pensare's Public Stockholders will decrease the amount in the Trust Account. In no event, however, will Pensare redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of our Business Combination.

        Prior to exercising redemption rights, stockholders should verify the market price of their Pensare Common Stock as they may receive higher proceeds from the sale of their Pensare Common Stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. Pensare cannot assure you that you will be able to sell your shares of Pensare Common Stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in Pensare Common Stock when you wish to sell your shares.

        If you exercise your redemption rights, your shares of Pensare Common Stock will cease to be outstanding immediately prior to the Business Combination and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account. You will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand redemption.

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        If the Business Combination Proposal is not approved and Pensare does not consummate an initial business combination by April 1, 2020, unless otherwise extended, it will be required to dissolve and liquidate and the Pensare Warrants will expire worthless.

Appraisal or Dissenters' Rights

        No appraisal or dissenters' rights are available to holders of shares of Pensare Common Stock or Pensare Warrants or rights in connection with the Business Combination.

Solicitation of Proxies

        Pensare will pay the cost of soliciting proxies for the special meeting. Pensare has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the special meeting. Pensare has agreed to pay Morrow Sodali LLC a fee of $7,500, plus disbursements. Pensare will reimburse Morrow Sodali LLC for reasonable out-of-pocket expenses and will indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. Pensare also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Pensare Common Stock for their expenses in forwarding soliciting materials to beneficial owners of Pensare Common Stock and in obtaining voting instructions from those owners. Pensare's directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Stock Ownership

        As of the record date, the Initial Stockholders beneficially own an aggregate of 97.9% of the outstanding shares of Pensare Common Stock. The Initial Stockholders have agreed to vote all of their Founder Shares and any Public Shares acquired by them in favor of the Business Combination Proposal. As of the date of this proxy statement, none of the Initial Stockholders have acquired any shares of Pensare Common Stock.

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THE BUSINESS COMBINATION

Background of the Business Combination

        The terms of the Business Combination Agreement are the result of arm's length negotiations between representatives of Pensare and Computex. The following is a brief discussion of the background of these negotiations, the Business Combination Agreement, and related transactions.

        Pensare is a blank check company incorporated in Delaware for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more target businesses. Pensare's focus was on the technology, media and telecommunications ("TMT") industries, leveraging the industry background and expreiences of Pensare's management team, who had worked previously at AT&T, Vonage, MasTec, Ericsson, Motorola, Palm and/or nsoro.

        On August 1, 2017, Pensare consummated its initial public offering ("IPO") of 27,000,000 units at $10.00 per unit, generating gross proceeds of $270,000,000. Simultaneously with the closing of the IPO, Pensare consummated the sale of Private Placement Warrants at a price of $1.00 per warrant in a private placement to our Sponsor, MasTec, and EBC generating gross proceeds of $9,500,000. EBC served as the sole book-running manager for the IPO. In its role as an underwriter, EBC received an underwriting fee. EBC is entitled to additional compensation upon the consummation of Pensare's initial business combination pursuant to a Business Combination Marketing Agreement, dated July 27, 2017, between EBC and Pensare.

        The proceeds of the IPO, including proceeds from the exercise of the underwriters' over-allotment option were $310,500,000 and were placed in the Trust Account following the IPO and were invested in U.S. government securities with a maturity of 180 days or less. In accordance with Pensare's certificate of incorporation, the Trust Account proceeds will be released upon the completion of an initial business combination.

        Pensare currently has until April 1, 2020 to consummate an initial business combination. If Pensare is unable to consummate an initial business combination within such time period, unless Pensare's stockholders vote prior to such date to approve a further extension of the date by which Pensare must complete a business combination, Pensare will, as promptly as reasonably possible, but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account net of interest that may be used by Pensare to pay our franchise and income taxes payable, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders' rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law and as further described herein, and then seek to dissolve and liquidate.

        Prior to the consummation of the IPO, neither Pensare, nor anyone on its behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a potential transaction with Pensare.

        Following the IPO, Pensare's acquisition team, which included certain officers and directors of Pensare, commenced an active search for a target business. Representatives of Pensare were contacted by numerous individuals and entities, including financial advisors and executives in the TMT industries, who offered to present ideas for acquisition opportunities. Pensare's officers and directors and their affiliates also brought to its attention target business candidates, primarily in the TMT industries.

        During this search process, Pensare reviewed more than 50 acquisition opportunities (primarily in the TMT industries), entered into over 15 non-disclosure agreements, engaged with several possible target businesses in detailed substantive discussions or negotiations with respect to potential

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transactions, and delivered non-binding letters of intent to five companies. Pensare ultimately determined not to pursue each of its other potential acquisition opportunities either because (i) the target pursued an alternative transaction or strategy, or (ii) Pensare concluded that the target business would not be a suitable acquisition for Pensare.

        On January 28, 2019, at a special meeting in lieu of the 2019 Annual Meeting, Pensare shareholders voted to approve an extension of the date by which Pensare had to consummate a business combination for an additional three months, from February 1, 2019 to May 1, 2019. The purpose of the extension was to allow Pensare more time to complete a business combination transaction. In connection with the special meeting, 2,796,290 Public Shares were redeemed from funds available in the Trust Account for a redemption amount of approximately $10.18 per share.

        On January 31, 2019, Pensare entered into a Business Combination Agreement (the "TPx Agreement") with U.S. TelePacific Holdings Corp., d/b/a TPx Communications ("TPx"), a provider of Unified Communications and cloud-focused managed IT services, relating to a proposed business combination between Pensare and TPx. The TPx Agreement provided for termination in the event that any of the conditions precedent in the TPx Agreement were not fulfilled or waived on or prior to the termination date.

        On April 29, 2019, at a special meeting, Pensare's shareholders voted to approve a further extension of the date by which Pensare had to consummate a business combination for an additional three months, from May 1, 2019 to August 1, 2019. The purpose of the extension was to allow Pensare more time to complete a business combination transaction. In connection with the special meeting, 3,831,985 Public Shares were redeemed from funds available in the Trust Account for a redemption amount of approximately $10.33 per share.

        On May 20, 2019, Pensare mutually agreed with TPx to terminate the TPx Agreement pursuant to a Termination of Business Combination Agreement dated as of May 20, 2019, effective as of such date because certain of the conditions precedent to closing the business combination were not satisfied, including a failure to raise the necessary financing to complete the transaction, among other things.

        On May 20, 2019, representatives of Pensare traveled to Dallas, Texas, to meet with representatives of AT&T to notify AT&T of the termination of the TPx Agreement and to further earlier discussions that representatives of Pensare had been having with representatives of AT&T regarding a potential strategic partnership between AT&T and Pensare.

        Also on May 20, 2019, Mr. Lawrence Mock, Chairman of the Pensare board of directors and a director of Computex, had a telephonic conversation with Mr. Darrell Mays, Pensare's chief executive officer, in which Mr. Mock notified Mr. Mays that the private equity firm of which Mr. Mock was Managing Partner, Navigation Capital Partners, was the controlling shareholder in a Houston, Texas-based IT solutions and managed service provider, Computex, which Mr. Mock believed might be an attractive target for a proposed business combination with Pensare. Mr. Mays further discussed the Computex opportunity with other members of the Pensare team both telephonically and in person that evening and the next day.

        On May 21, 2019, representatives of Pensare forwarded a confidentiality agreement to Computex to facilitate the review by Pensare of non-public information. The parties negotiated changes in the proposed confidentiality agreement and on May 21, 2019, Pensare executed the confidentiality agreement, received preliminary company presentations from Computex, and received access to the Computex dataroom for legal and financial due diligence.

        On May 22 and 23, Mr. Mays and Dr. Robert Willis, Pensare's president, discussed potential transaction terms of a proposed business combination between Pensare and Computex with Mr. Mock and Mr. Mark Downs, Partner of Navigation Capital Partners.

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        Between May 22 and May 31, Mr. Mays, Dr. Willis, and Dr. David Panton, Pensare's chief strategy officer, held several telephone calls and meetings with Mr. Downs and Mr. Mock from Navigation Capital Partners and Mr. Sam Haffar, Computex's chief executive officer, to review the materials prepared by Computex and consider the merits of Computex as a potential merger candidate for Pensare. Considerations included Computex's leading position as a IT solutions provider, its potential attractiveness as a public company, the significant growth and opportunities in Computex's target markets, and the extent to which Computex would be attractive as a strategic partner to AT&T. Discussions also included the likelihood that Pensare would need to reduce the number of shares of Pensare Common Stock in order to accommodate the valuation and capital structure needs of a transaction of the size of Computex, which was at the low end of Pensare's stated target transaction size range.

        On May 31, 2019, Pensare sent to Mr. Downs and Mr. Mock of Navigation Capital Partners by email an initial non-binding proposal outlining terms and conditions for a potential business combination between Pensare and Computex. This proposal was subsequently presented to Computex management.

        On May 31, 2019, Mr. Mays, Dr. Willis, Dr. Panton, and Mr. Graham McGonigal, Pensare's chief operating officer, traveled to Houston, Texas, to meet with the executive management team of Computex including Mr. Haffar, Computex's chief executive officer, Mr. Jesus Perez, Computex's chief financial officer, and Mr. Faisal Bhutto, Computex's executive vice president, to discuss the steps involved in a business combination with a special purpose acquisition company like Pensare, review Computex's financial and business models, as well as its strategic, marketing and operations plans, and tour Computex's facilities.

        On May 31, 2019, Pensare announced that the Company's sponsor would reduce its contributions to the Trust Account, such that the total monthly payment would be no greater than $200,000, and offered its public stockholders the right to redeem their Public Shares for their pro rata portion of the funds available in the trust account in connection with such determination by the sponsor. As a result, in June 2019 holders of 18,361,687 Public Shares elected to redeem their shares for their pro rata portion of the funds available in the Trust Account, less any income taxes owed on such funds but not yet paid. The per-share redemption amount for such redeemed Public Shares was approximately $10.39. After giving effect to the redemptions, 13,822,538 shares of Pensare Common Stock (including 6,060,038 Public Shares) remained issued and outstanding.

        On June 4, 2019, the Pensare board of directors held an in-person board meeting in Atlanta, Georgia to discuss the potential Computex business combination and the potential strategic relationship with AT&T. At this meeting, Mr. Mays, Dr. Willis and Dr. Panton updated the board on Pensare's ongoing search for a business combination, including Computex and other potential target businesses. The board considered a non-binding offer for Computex and discussed valuation. At the meeting, Mr. Mock recused himself and removed himself from the room during the discussion about the potential offer and valuation for Computex. Dr. Willis also briefed the board on the timetable and status of Pensare's efforts to obtain stockholder approval for an extension of the time Pensare would have to close a business combination beyond August 1, 2019, as required by its amended and restated certificate of incorporation.

        On June 4, Dr. Panton and Mr. McGonigal met with representatives of another potential business combination target which is a leading developer of Unified Communications technology (the "UCaaS Platform"). On June 11, Mr. Mays and Dr. Panton traveled to have a face-to-face meeting with the senior executive team and equity owners of the UCaaS Platform.

        On June 11, 2019, counsel to Computex and counsel to Pensare engaged in a conference call to discuss the proposed legal structure of the potential business combination and other related matters.

        On June 12, 2019, Pensare and Computex executed a non-binding term sheet with a 60-day exclusivity period.

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        On June 14, 2019, Dr. Willis, Mr. McGonigal, and Dr. Panton traveled to Dallas, Texas to meet with representatives of AT&T to discuss the assumptions underlying the financial model supporting the proposed Pensare-AT&T strategic partnership.

        On June 18, 2019, Pensare and the UCaaS Platform executed a non-binding term sheet regarding a potential transaction.

        Throughout the month of June 2019, Pensare's representatives continued to conduct due diligence on both Computex and the UCaaS Platform to research markets and outlook of the respective companies. This research placed particular emphasis on the relative strengths and risks of Computex and the UCaaS Platform when compared with other potential business combination candidates. This research included consultation with independent consultants with experience in Computex's and the UCaaS Platform's lines of business.

        On June 21, 2019, Dr. Willis, Dr. Panton, and Mr. McGonigal travelled to Houston, Texas to meet with the executive management team of Computex as well as the management team and financial advisor of the UCaaS Platform. At that meeting, Pensare outlined its vision for combining all three companies and provided an update on the proposed Pensare-AT&T strategic relationship.

        On June 27, representatives of Pensare met with representatives of the UCaas Platform to discuss potential terms of a business combination.

        On June 28, 2019, Dr. Willis and Dr. Panton travelled to Houston, Texas to meet with the executive team of Computex and the UCaaS Platform to advance discussions on the proposed business combination, potential acquisition targets, and the growth strategy.

        On July 2, 2019, counsel for Pensare sent counsel for Computex an initial draft of the Business Combination Agreement.

        From July 5, 2019 to July 24, 2019, counsel for Computex and Pensare exchanged drafts of the Business Combination Agreement and related documents and agreements and engaged in negotiations of such documents and agreements.

        On July 8, 2019, representatives of Pensare met with representatives of the UCaaS Platform as part of the ongoing diligence process.

        On July 10, 2019 Dr. Willis, Dr. Panton and Mr. McGonigal traveled to Coral Gables, Florida to meet with senior executives at MasTec to discuss the proposed business combinations with Computex and the UCaaS Platform and to discuss MasTec's interest in participating in a proposed PIPE transaction.

        On July 23, 2019, Pensare and the UCaaS Platform executed a non-binding letter of intent.

        On July 24, 2019, Pensare's board of directors met via teleconference, with all board members present. The purpose of the meeting was to review the status of the discussions with Computex and the latest drafts of the documents and agreements concerning the Computex transaction, including the Business Combination Agreement, to review and discuss Computex's financial models and forecasts, and to discuss timing of the Business Combination relative to the special meeting of stockholders to vote to extend the time by which Pensare must complete a business combination. At that meeting, representatives of Greenberg Traurig, LLP summarized key terms of the proposed Business Combination and discussed the fiduciary duties of the members of the board. In addition, representatives of Cassel & Salpeter, which had been retained by Pensare to provide an opinion to Pensare's board of directors as to the fairness, from a financial point of view, to Penasare of the consideration to be issued and paid by Pensare in the proposed Business Combination, reviewed its financial analysis of Computex and answered questions from members of the board. At the conclusion of such discussion and question and answer period, Cassel Salpeter rendered to the board its oral

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opinion, which subsequently would be confirmed by delivery of a written opinion dated July 24, 2019, as to, as of that date, the fairness, from a financial point of view, to Pensare of the consideration to be issued and paid by Pensare in the Merger pursuant to the Business Combination Agreement. In light of Mr. Mock's interest in Computex, Mr. Mock recused himself from the discussion and vote regarding the Business Combination. After considerable review and discussion, the Business Combination Agreement and related documents and agreements were unanimously approved by those directors participating in the vote, subject to final negotiations and modifications, and the board determined to recommend the approval of the Business Combination Agreement to Pensare's stockholders.

        On July 24, 2019, the Business Combination Agreement and related documents and agreements were executed. On July 25, 2019, Pensare issued a press release announcing the execution of the Business Combination Agreement and filed with the SEC a Current Report on Form 8-K announcing the execution of the agreement and discussing the key terms of the proposed transaction. Pensare also announced in that press release that it entered into a non-binding letter of intent to acquire the UCaaS Platform and that it had appointed Graham McGonigal as Chief Operating Officer to help lead the execution of Pensare's strategy.

        Also on July 25, 2019, Pensare announced that it had joined the AT&T Partner Exchange®, a platform pursuant to which Pensare will be able to bundle and resell certain AT&T branded products and solutions with its own services following the consummation of the Business Combination.

        On July 31, 2019, at a special meeting, the Pensare Stockholders agreed to extend the date by which the Company had to consummate a business combination for an additional four months, from August 1, 2019 to December 1, 2019. In connection with the special meeting, 5,754,273 Public Shares were redeemed from funds available in the Trust Account, for a redemption amount of approximately $10.48 per share. Approximately $3.2 million remained in the Trust Account after redemptions.

        On August 6, 2019, Dr. Willis travelled to Coral Gables, Florida to meet with senior executives of MasTec to provide an update on the proposed business combinations and to discuss MasTec's interest in participating in a proposed PIPE transaction.

        During August and September, representatives of Pensare and the UCaaS Platform continued to discuss terms of a potential transaction, and counsel for Pensare and the UCaaS Platform exchanged drafts of a business combination agreement. Since September, representatives of Pensare and the UCaas Platform continued to discuss a potential transaction, but further drafts of a business combination agreement have not been exchanged, and the parties do not expect to engage in substantive discussions regarding a potential transaction until after the Business Combination has been consummated.

        On November 26, 2019, at a special meeting, the Pensare Stockholders agreed to extend the date by which the Company had to consummate a business combination for an additional four months, from December 1, 2019 to April 1, 2020. In connection with the special meeting, 135,288 Public Shares were redeemed from funds available in the Trust Account, for a redemption amount of approximately $10.56 per share. Approximately $1.8 million remained in the Trust Account after redemptions.

        On December 20, Pensare, Computex, Merger Sub and Holdings entered into Amendment No. 1 to the Business Combination Agreement, which amended, among other things, the consideration to be paid to Holdings and is reflected in the Business Combination Agreement attached hereto as Annex A.

Pensare's Board of Directors' Reasons for the Approval of the Business Combination

        As described under "Background of the Business Combination" above, Pensare's board of directors, in evaluating the business combination, consulted with Pensare's management and legal and other advisors in reaching its decision at its meeting on July 24, 2019 to approve and adopt the Business Combination Agreement and the transactions contemplated by the Business Combination

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Agreement. At this and at prior meetings, Pensare's board of directors considered a variety of factors weighing positively and negatively with respect to the Business Combination. In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, Pensare's board of directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. Pensare's board of directors viewed its position as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of the reasons for Pensare's board of directors' approval of the business combination, and all other information presented in this section, is forward-looking in nature and, therefore, should be read in light of the factors discussed under the section titled "Cautionary Note Regarding Forward-Looking Statements."

        The Chairman of Pensare's board of directors and a director of Computex, Lawrence Mock, is also a Managing Partner of Navigation Capital Partners, Inc., a private equity firm with a controlling interest in Computex. In light of Mr. Mock's interest in Computex, in approving the Business Combination Agreement, the Pensare board of directors determined that it was advisable to obtain advice from third party advisors, including an opinion as to the fairness, from a financial point of view, to Pensare of the consideration to be issued and paid by Pensare in the Business Combination. That opinion was provided by Cassel Salpeter to the board of directors prior to the board's final decision to approve the Business Combination Agreement and was one of many factors considered by the board in connection with its decision to approve the Business Combination Agreement. Pensare's board of directors also obtained information and advice regarding legal and structural factors involved in the Business Combination from Pensare's advisors, including Greenberg Traurig, LLP.

        At the start of the board's evaluation, the original motivations behind Pensare's IPO were revisited in detail. Mr. Mays, Dr. Willis, and Dr. Panton outlined the five prongs of their strategy, to (1) generate significant value creation to shareholders by building a fast-growing publicly-traded firm, (2) acquire one or more attractive initial platforms, (3) leverage the public company stock and access to capital to make subsequent accretive add-on acquisitions to increase the size of the company, (4) leverage the Pensare management team's extensive relationships and experience with AT&T, and (5) participate and take advantage of the fast-growing IT managed services and unified communications industries, which are increasingly attractive to institutional investors and which are growing at high compound annual growth rates of over 25% (Transparancy Market Research projects that the Global UCaaS market will grow by a compound annual growth rate of 28.6% between 2015 and 2024 from $8.2 billion to $79.3 billion, and MarketLine projects that US Cloud Services will grow by a compound annual growth rate of 41.3% between 2015 and 2020 from $31.0 billion to $174.3 billion).

        Before reaching its decision, Pensare's board of directors reviewed the results of management's due diligence, which included:

    Research on comparable companies and transactions within IT, managed services and UCaaS industries;

    Extensive meetings and calls with Computex's management team regarding operations and projections;

    Call notes from interviews with experts with respect to IT, managed services and UCaaS industries;

    Research on the IT, managed services and UCaaS industries including historical growth trends, market share information and market size projections;

    Financial and valuation analysis; and

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    Review of Computex's material contracts, intellectual property matters and labor matters and financial, tax, legal and accounting due diligence.

        The factors considered by Pensare's board of directors include, but are not limited to, the following:

    Large Addressable Market with Substantial Growth Opportunities Driven by Increasing IT Complexity. Computex participates in the large and growing IT market with a specific focus on the data center, network, cloud, security, virtualization, and emerging segments of the industry, facilitated by its professional and managed service solutions. Computex's products and services target large enterprise companies, the roughly 37,000 middle market companies with revenues between $100 million and $2 billion, the approximately 96,000 state and local governmental organizations, large school districts, and the approximately 3,800 higher educational institutions in the U.S.

    Attractive Opportunity in the Mid-Market.  There is a large demand for Computex's services in the small to medium-sized business ("SMB") segment. According to IDC(1), spending by businesses with fewer than 1,000 employees on IT hardware, software, and services, including business services, is expected to reach $684 billion in 2021. Mid-market firms are expected to continue to account for the largest share of total SMB IT spending (businesses with 100-499 employees spent an estimated $229 billion in 2018, while businesses with 500-999 employees spent an estimated $182 billion).

    Unique Strategic Growth Opportunity with AT&T.  In July 2019, Pensare entered into a contract with AT&T and formally joined the AT&T Partner Exchange®, building on Pensare management's proven track record of generating over $11+ billion in services revenues with AT&T and on the strength of the Computex infrastructure and platform. Pensare's strategy following the closing of the business combination is to offer AT&T bundled, white-label, white-glove managed services targeted at mid-market (100-1000 employees), multi-location business customers, with a particular focus on offerings in the fast growing UCaaS industry. Pensare management believes that the AT&T relationship has the potential to generate over $1 billion in cumulative revenues for the post-Transaction company over the three years following the consummation of the Business Combination, with annual projected revenues of $400 million or more and 40% or greater EBITDA margins.

    Experienced and Proven Management Team.  Computex's management team has extensive experience in the IT and managed services industries and has successfully grown Computex into a leading IT Solutions provider. It is expected that the current management team will continue to manage the post-Business Combination company.

    Broad and Diverse Customer Base.  Computex has a broad and diverse customer base of over 1,700 customers across a wide range of industries, including oil and gas, financial services, healthcare, education, state and local government, technology, retail, manufacturing and telecommunications. It is not reliant on any single customer in any given year and customarily its top customers change from year to year. Computex believes that is a trusted IT advisor to its clients and provides turn-key solutions which address complex IT requirements across the entire IT lifecycle including assessment, design, procurement, implementation and on-going managed services and cyber-security.

    Deep Expertise in Advanced Technology.  Pensare's management believes that customers choose Computex for their complex IT infrastructure needs based on its track record of delivering

   


(1)
IDC: "Worldwide SMB IT Spending to Pass $600 Billion in 2018, Driven by Mid-Market Demand for Software and Services, According to IDC". https://www.idc.com/getdoc.jsp?containerId=prUS43565918.

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      top-tier solutions, offering value-added services, and its close relationships with both established and emerging vendors. Computex focuses on obtaining and maintaining top-level engineering certifications for each of its strategic vendor's most advanced technologies. Computex possesses more than 500 certifications, which it leverages to help its customers achieve positive business outcomes.

    Strategic Ability to Design and Integrate Cloud Solutions Across Multiple Vendors.  Pensare's management believes that Computex's expertise in architecting data center and cloud environments allows it to provide differentiated offerings that help its customers transition significant portions of their business, including all of their critical business workloads, to the cloud. Combined with its strong foundations in networking and security, Pensare's management believes that Computex is well poised to help customers adopt a multi-cloud strategy that utilizes its cloud cost-management framework to help overcome inherent challenges.

    Demonstrated Ability to Gain Compliance Certifications and Protect Customer Information.  Computex's ability to work within compliance frameworks and gain certifications, including Computex's full SSAE 18 SOC 1 Type 1 audit and certification, give it what Pensare management believes is a competitive advantage.

    Computex Personnel Provides Scalable IT Service Delivery.  Computex has a balanced complement of technical, sales, and operational experts. More than two-thirds of its current employees are technical experts in their requisite fields, allowing Computex to customize solutions for customers of all sizes. Computex's engineering talent, coupled with the wide range of IT solutions that its talent covers, gives Computex what Pensare management believes to be a competitive advantage around creating, implementing, and maintaining large-scale IT solutions.

    Investment in Scalable Managed Services.  Computex continues to invest in its highly profitable and scalable Managed Services. Computex has invested in top tier security talent where it has acquired penetration testers, threat hunters and Security Operations Center analysts to boost its managed security offering. Computex built a Security Operations Center that complements its Network Operations Center. Computex is now providing its customers 24x7x365 Managed Security Services such as managed advanced endpoint security, managed SIEM, security awareness and training programs.

    Terms of the Business Combination.  The financial and other terms and conditions of the Business Combination and Merger Agreements, as reviewed by the board of directors, and the fact that such terms and conditions were the product of arm's-length negotiations between Pensare and Computex.

    Attractive Entry Valuation.  The implied purchase multiple of Computex of 8.7x estimated EBITDA for 2020 compares favorably to the valuations of Comparable Listed Companies, as described in more detail below, the median of which is 9.8x estimated EBTIDA for 2020.

    Opinion of Financial Advisor to the Board.  The financial analyses reviewed by Cassel Salpeter with the Pensare board, as well as the oral opinion of Cassel Salpeter (which was subsequently confirmed in writing by delivery of Cassel Salpeter's written opinion addressed to the Pensare board dated July 24, 2019), as to, as of such date, the fairness, from a financial point of view, to Pensare of the Merger Consideration to be issued and paid by Pensare in the Merger pursuant to the Business Combination Agreement.

        Pensare's board of directors also considered the following factors:

    PIPE Transaction.  The proposed Business Combination and Merger are largely dependent on the successful completion of a proposed PIPE transaction on terms which have not been finalized.

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    Stockholder Vote and Redemption Rights.  Some of Pensare's stockholders may vote against the Business Combination Proposal or decide to exercise their redemption rights (although there is no minimum cash balance requirement for the Trust Account).

    AT&T Strategic Relationship.  A significant portion of the projected revenues and EBITDA are largely dependent on building and maintaining a strategic relationship with AT&T.

    UCaaS Business.  An important component of Pensare's long-term business plan is also dependent on Pensare acquiring a business in the UCaaS space, and Pensare does not have a binding agreement to acquire the UCaaS Platform or any similar business.

    Competition.  Computex has many competitors in the IT industry including its vendors, which may choose to market their products directly to end-users rather than through channel partners.

    Economy.  Computex's results of operations are largely dependent upon the state of the economy. Global economic weakness and uncertainty may result in decreased sales, gross margin, and/or earnings.

    Execution.  There is a risk that Computex will not be able to continue executing on its business plan as elsewhere described in this document.

    Interested Party. The Chairman of the Pensare board of directors is also a director of Computex and a Managing Partner of the private equity firm which controls Computex. See the section entitled "Interests of Pensare's Directors and Officers in the Business Combination."

        The Pensare board of directors concluded that the potentially negative factors associated with the Business Combination were outweighed by the potential benefits of the Business Combination. The board also noted that Holdings would have a substantial economic interest in the combined company. In addition, the Pensare board of directors considered as a factor the interests of Pensare's directors and officers in the Business Combination, including the amounts such persons would hold, forfeit or be liable for if a business combination was not consummated by December 1, 2019.

        In connection with analyzing the Business Combination, Pensare's management, based on its experience and judgment, selected the Comparable Listed Companies. The Comparable Listed Companies are comprised of Cognizant Technology Solutions, CDW Corporation, DXC Technology Company, Akamai Technologies Inc., Insight Enterprises Inc., Presidio Inc., Virtusa Corporation, Perficient, Inc., ePlus Inc., The Hackett Group, Inc., and Limelight Networks, Inc. Pensare's management selected the Comparable Listed Companies because they are publicly traded companies with certain operations, results, business mixes or size and scale that, for the purposes of analysis, may be considered similar to certain operations, results, business mixes or size and scale of Computex.

        None of the Comparable Listed Companies are identical or directly comparable to Computex.

        In connection with its analysis of the Business Combination, Pensare's management also reviewed and compared, using publicly available information, certain current, projected and historical financial information for Computex corresponding to current and historical financial information, ratios and public market multiples for the Comparable Listed Companies, as described above.

        Pensare's board of directors also considered the business combination in light of the investment criteria set forth in Pensare's final prospectus for its IPO including, without limitation, that based upon Pensare's analyses and due diligence, Computex has unrecognized value and other positive characteristics, such as competitive advantages in its industry, multiple anticipated pathways to growth and desirable returns on capital, all of which Pensare's board of directors believed have a strong potential to create meaningful shareholder value following the consummation of the Business Combination.

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Certain Computex Projected Financial Information

        Computex provided Pensare with its internally prepared projections for the fiscal years ending December 31, 2019, December 31, 2020, and December 31, 2021 (the "Computex Projections"). The Computex Projections were also provided to Cassel Salpeter, which was authorized to use and rely upon the Computex Projections for purposes of providing advice to Pensare's board of directors. Separately, Pensare also prepared additional financial projections for the fiscal years ended December 31, 2020, December 31, 2021, December 31, 2022, and December 31, 2023 based on discussions with a leading telecommunications provider (the "Telco Projections"). Both sets of projections (the "Combined Projections") were reviewed by Pensare board of directors in its deliberations regarding the Business Combination.

        With respect to the Computex Projections, the most significant assumptions upon which Computex's management based its projections and the reasonable and supportable basis for these assumptions are, among other things, (i) growth in the end markets of Computex's customer and further penetration with its existing customer base, particularly in managed services, (ii) revenue growth and operating expenses consistent with historical periods, and (iii) the increased investment in growing the existing sales force made in 2019.

        With respect to the Telco Projections, the most significant assumptions upon which Pensare's management based its projections are, among other things, that (i) Pensare completes the acquisition of the software provider (the "Software Provider") with whom Pensare has entered a letter of intent prior to March 31, 2020, (ii) Pensare successfully executes on the contractual arrangements with the major telecom provider (the "Telco Program"), and (iii) Pensare is able to successfully build out its operational and sales force consistent with its strategic plan.

        Pensare Management believes that the assumptions used to derive the Telco Projections are also both reasonable and supportable. Pensare management derived its forecasts based on modeling revenue growth assumptions and estimates of controllable expenditures. In preparing the models, management relied on a number of factors including the executive team's significant experience in the managed services industry, the acquisition of the Software Provider, and discussions with executives at the major telecom provider regarding the Telco Program.

        The prospective financial information in the Combined Projections was not prepared with a view toward compliance with the published guidelines of the SEC or the guidelines established by the AICPA for preparation and presentation of prospective financial information. These Projections were prepared solely for internal use, and/or capital budgeting, and other management purposes, and are subjective in many respects and therefore susceptible to varying interpretations and the need for periodic revision based on actual experience and business developments, and were not intended for third-party use, including by investors or holders. You are cautioned not to rely on the Combined Projections in making a decision regarding the Business Combination, as the projections may be materially different than actual results.

        The Combined Projections reflect numerous assumptions including assumptions with respect to general business, economic, market, regulatory and financial conditions and various other factors, all of which are difficult to predict and many of which are beyond Pensare's control, such as the risks and uncertainties contained in the section entitled "Risk Factors."

        The financial information in the Combined Projections is forward-looking information that is based on growth and other assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Pensare's and Computex's' control. While all projections are necessarily speculative, Pensare believes that the prospective financial information covering periods beyond 12 months from its date of preparation carries increasingly higher levels of uncertainty and should be read in that context. There will be differences between actual and projected results, and

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actual results may be materially greater or materially less than those contained in the Combined Projections.

        The inclusion of the Combined Projections in this proxy statement should not be regarded as an indication that Pensare, Computex, or their representatives considered or currently consider the Combined Projections to be a reliable prediction of future events, and reliance should not be placed on the Combined Projections. The Computex Projections were requested by, and disclosed to, Pensare for use as a component in its overall evaluation of Computex, and are included in this proxy statement because they were provided to the Pensare board of directors for its evaluation of the Business Combination. Computex has not warranted the accuracy, reliability, appropriateness or completeness of the projections to anyone, including to Pensare. Neither Pensare's management, Computex's management, nor any of their representatives have made or make any representation to any person regarding the ultimate performance of Pensare or Computex compared to the information contained in the Combined Projections, and none of them intends to or undertakes any obligation to update or otherwise revise the Combined Projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events in the event that any or all of the assumptions underlying the Combined Projections are shown to be in error. Accordingly, they should not be looked upon as "guidance" of any sort. Neither Pensare nor Computex intends to refer back to these forecasts in its future periodic reports filed under the Exchange Act.

        The Computex Projections were prepared by Computex's management. UHY, Computex's independent auditor, has not examined, compiled or otherwise applied procedures with respect to the accompanying prospective financial information presented herein and, accordingly, expresses no opinion or any other form of assurance on it. The UHY report included in this proxy statement relates to historical financial information of Computex. It does not extend to the Computex Projections and should not be read as if it does.

        The following table summarizes the Computex Projections provided to Pensare by Computex:


Computex Projections

 
   
   
   
  CAGR  
($ in thousands)
  2019 P   2020 P   2021 P   '19 P - '21 P  

Total Revenue

  $ 134,651   $ 144,750   $ 155,606     7.5 %

Gross Profit

  $ 26,063   $ 29,209   $ 31,684     10.3 %

Normalized EBITDA(1)

  $ 6,628   $ 7,506   $ 8,595     13.9 %

Net Working Capital (Non-Cash)

  $ (5,547 ) $ (5,191 ) $ (5,004 )      

Margin Review

                         

Gross Profit

          20.2 %   20.4 %      

Normalized EBITDA

          5.2 %   5.5 %      

Growth Review

   
 
   
 
   
 
   
 
 

Total Revenue

          7.5 %   7.5 %      

Gross Profit

          12.1 %   8.5 %      

Normalized EBITDA

          13.3 %   14.5 %      

(1)
Normalized EBITDA is defined as earnings before interest, tax, depreciation and amortization and excludes certain extraordinary and non-recurring expenses

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        The following table summarizes the Telco Projections prepared by Pensare management based on discussions with a major telecommunications provider:


Telco Projections(1)

($ in thousands)
  2020 P(2)   2021 P   2022 P   2023 P  

Total Revenue

  $ 61,425   $ 138,411   $ 290,220   $ 471,415  

Operating Expenses

  $ 29,692   $ 66,907   $ 140,292   $ 227,882  

Selling Expenses

  $ 12,285   $ 24,570   $ 40,950   $ 40,950  

Total Expense

  $ 41,977   $ 91,477   $ 181,242   $ 268,832  

Adjusted EBITDA(3)

  $ 19,447   $ 46,933   $ 108,978   $ 202,583  

Adjusted EBITDA Margin(4)

    32 %   34 %   38 %   43 %

(1)
The Telco Projections exclude the Computex Projections, and assume both that Pensare completes the acquisition of the software provider with whom Pensare has entered a letter of intent prior to March 31, 2020 and that Pensare successfully executes on the contractual arrangements with the major telecom provider.

(2)
Financial projections for the fiscal year ended December 31, 2020 assume launch of new Telco Program in the second quarter of 2020.

(3)
Adjusted EBITDA is defined as revenues less operating expenses prior to deducting any interest expense, income taxes expense (benefit), and depreciation and amortization, and also excludes certain corporate overhead expenses.

(4)
Represents Adjusted EBITDA as a percentage of revenue.

Opinion of Financial Advisor to Pensare's Board of Directors

        On July 24, 2019, Cassel Salpeter & Co., LLC ("Cassel Salpeter") rendered its oral opinion to Pensare's board of directors (which was confirmed in writing by delivery of Cassel Salpeter's written opinion dated such date) as to, as of July 24, 2019, the fairness, from a financial point of view, to Pensare of the consideration to be issued and paid by Pensare in the Merger pursuant to the Business Combination Agreement (the "Merger Consideration"). For purposes of Cassel Salpeter's analyses and opinion, Cassel Salpeter, with the consent of Pensare's board of directors, assumed that the Merger Consideration would have a value equal to $46,380,000 and Computex would have net debt of $18,620,000 immediately prior to the consummation of the Merger.

        The summary of the opinion in this proxy statement is qualified in its entirety by reference to the full text of the written opinion, which is included as Annex D to this proxy statement and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Cassel Salpeter in preparing its opinion. However, neither Cassel Salpeter's written opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and do not constitute, advice or a recommendation to any stockholder as to how such stockholder should act or vote with respect to any matter relating to the proposed Merger.

        The opinion was addressed to Pensare's board of directors for the use and benefit of the members of Pensare's board of directors (in their capacities as such) in connection with Pensare's board of directors' evaluation of the Merger. The opinion is not intended to and does not constitute advice or a recommendation to any of Pensare's stockholders or any other security holders as to how such holder should vote or act with respect to any matter relating to the Merger or otherwise. Cassel Salpeter's opinion was just one of the several factors that Pensare's board of directors took into account in

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making its determination to approve the Merger, including those described elsewhere in this proxy statement.

        Cassel Salpeter's opinion only addressed whether, as of the date of the opinion, the Merger Consideration to be issued and paid by Pensare in the Merger pursuant to the Business Combination Agreement was fair, from a financial point of view, to Pensare. It did not address any other terms, aspects, or implications of the Merger, the Business Combination Agreement or any related or other transaction or agreement, including, without limitation, (i) the private placement or placements to be consummated by Pensare immediately prior to the consummation of the Merger or any transaction that may be consummated by Pensare following the Merger, (ii) any term or aspect of the Merger that is not susceptible to financial analysis, (iii) the fairness of the Merger, or all or any portion of the Merger Consideration, to any security holders of Pensare, Computex or any other person or any creditors or other constituencies of Pensare, Computex or any other person, (iv) the appropriate capital structure of Pensare or whether Pensare should be issuing debt or equity securities or a combination of both, nor (v) the fairness of the amount or nature, or any other aspect, of any compensation or consideration payable to or received by any officers, directors, or employees of any parties to the Merger, or any class of such persons, relative to the Merger Consideration in the Merger or otherwise. Cassel Salpeter did not express any opinion as to what the value of shares of Pensare Common Stock or any other security of Pensare actually would be when issued in the Merger or the prices at which Pensare Common Stock, any other security of Pensare or Computex common stock may trade, be purchased or sold at any time.

        Cassel Salpeter's opinion did not address the relative merits of the Merger as compared to any alternative transaction or business strategy that might exist for Pensare, or the merits of the underlying decision by Pensare's board of directors or Pensare to engage in or consummate the Merger. The financial and other terms of the Merger were determined pursuant to negotiations between the parties to the Business Combination Agreement and were not determined by or pursuant to any recommendation from Cassel Salpeter. In addition, Cassel Salpeter was not authorized to, and Cassel Salpeter did not, solicit indications of interest from third parties regarding a potential transaction involving Pensare.

        Cassel Salpeter's analyses and opinion were necessarily based upon market, economic, and other conditions as they existed on, and could be evaluated as of, the date of the opinion. Accordingly, although subsequent developments could arise that would otherwise affect its opinion, Cassel Salpeter did not assume any obligation to update, review, or reaffirm its opinion to Pensare's board of directors or any other person or otherwise to comment on or consider events occurring or coming to Cassel Salpeter's attention after the date of the opinion.

        In arriving at its opinion, Cassel Salpeter made such reviews, analyses, and inquiries as Cassel Salpeter deemed necessary and appropriate under the circumstances. Among other things, Cassel Salpeter:

    Reviewed a draft, dated July 22, 2019, of the Business Combination Agreement.

    Reviewed certain publicly available financial information and other data with respect to Pensare and Computex that Cassel Salpeter deemed relevant.

    Reviewed certain other information and data with respect to Pensare and Computex made available to Cassel Salpeter by Pensare and Computex, including financial projections with respect to the future financial performance of Computex for the years ending December 31, 2019 through December 31, 2021, prepared by management of Computex as adjusted by Computex management (the "Projections") and other internal financial information furnished to Cassel Salpeter by or on behalf of Pensare and Computex.

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    Considered the publicly available financial terms of certain transactions that Cassel Salpeter deemed relevant.

    Considered and compared the financial and operating performance of Computex with that of companies with publicly traded equity securities that Cassel Salpeter deemed relevant.

    Discussed the business, operations, and prospects of Computex and the proposed Merger with Pensare's and Computex's management and certain of Pensare's and Computex's representatives.

    Conducted such other analyses and inquiries, and considered such other information and factors, as Cassel Salpeter deemed appropriate.

        In arriving at its opinion, Cassel Salpeter, with the Pensare's board of directors' consent, relied upon and assumed, without independently verifying, the accuracy and completeness of all of the financial and other information that was supplied or otherwise made available to Cassel Salpeter or available from public sources, and Cassel Salpeter further relied upon the assurances of Pensare's and Computex's management that they were not aware of any facts or circumstances that would have made any such information inaccurate or misleading. Cassel Salpeter also relied upon, without independent verification, the assessments of the management of Pensare and Computex as to Computex's existing and future technology, products and services and the validity and marketability of, and risks associated with, such technology, products and services (including, without limitation, the development and marketing of such technology, products and services; and the life of all relevant patents and other intellectual and other property rights associated with such technology, products and services), and Cassel Salpeter assumed, at the Pensare's board of director's direction, that there would be no developments with respect to any such matters that would adversely affect Cassel Salpeter's analyses or opinion. Cassel Salpeter is not legal, tax, accounting, environmental, or regulatory advisors, and Cassel Salpeter did not express any views or opinions as to any legal, tax, accounting, environmental, or regulatory matters relating to Pensare, Computex, the Merger, or otherwise. Cassel Salpeter understood and assumed that Pensare had obtained or would obtain such advice as it deemed necessary or appropriate from qualified legal, tax, accounting, environmental, regulatory, and other professionals.

        Computex advised Cassel Salpeter and Cassel Salpeter with the agreement of Pensare's board of directors assumed that the Projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Computex with respect to the future financial performance of Computex, and Cassel Salpeter assumed, at the direction of the Pensare board, that the Projections provided a reasonable basis upon which to analyze and evaluate Computex and form an opinion. Cassel Salpeter expressed no view with respect to the Projections or the assumptions on which they were based. Cassel Salpeter did not evaluate the solvency or creditworthiness of Pensare, Computex or any other party to the Merger, the fair value of Pensare, Computex or any of their respective assets or liabilities, or whether Pensare, Computex or any other party to the Merger is paying or receiving reasonably equivalent value in the Merger under any applicable foreign, state, or federal laws relating to bankruptcy, insolvency, fraudulent transfer, or similar matters, nor did Cassel Salpeter evaluate, in any way, the ability of Pensare, Computex or any other party to the Merger to pay its obligations when they come due. Cassel Salpeter did not physically inspect Pensare's or Computex's properties or facilities and did not make or obtain any evaluations or appraisals of Pensare's or Computex's assets or liabilities (including any contingent, derivative, or off-balance-sheet assets and liabilities). Cassel Salpeter did not attempt to confirm whether Pensare and Computex had good title to their respective assets. Cassel Salpeter's role in reviewing any information was limited solely to performing such reviews as Cassel Salpeter deemed necessary to support its own advice and analysis and was not on behalf of the Pensare board, Pensare, or any other party.

        Cassel Salpeter assumed, with the consent of the Pensare board, that the Merger would be consummated in a manner that complies in all respects with applicable foreign, federal, state, and local laws, rules, and regulations and that, in the course of obtaining any regulatory or third-party consents,

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approvals, or agreements in connection with the Merger, no delay, limitation, restriction, or condition would be imposed that would have an adverse effect on Pensare, Computex or the Merger. Cassel Salpeter also assumed, with the consent of Pensare's board of directors, that the final executed form of the Business Combination Agreement would not differ in any material respect from the draft Cassel Salpeter reviewed and that the Merger would be consummated on the terms set forth in the Business Combination Agreement, without waiver, modification, or amendment of any term, condition, or agreement thereof material to Cassel Salpeter's analyses or opinion. Without limitation to the foregoing, with the consent of Pensare's board of directors, Cassel Salpeter further assumed that any adjustments to the Merger Consideration in accordance with the Business Combination Agreement or otherwise would not be material to Cassel Salpeter's analyses or opinion. Cassel Salpeter also assumed that the representations and warranties of the parties to the Business Combination Agreement contained therein were true and correct and that each such party would perform all of the covenants and agreements to be performed by it under the Business Combination Agreement. Cassel Salpeter offered no opinion as to the contractual terms of the Business Combination Agreement or the likelihood that the conditions to the consummation of the Merger set forth in the Business Combination Agreement would be satisfied.

        In connection with preparing its opinion, Cassel Salpeter performed a variety of financial analyses. The following is a summary of the material financial analyses performed by Cassel Salpeter in connection with the preparation of its opinion. It is not a complete description of all analyses underlying such opinion. The preparation of an opinion is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. As a consequence, neither Cassel Salpeter's opinion nor the respective analyses underlying its opinion is readily susceptible to partial analysis or summary description. In arriving at its opinion, Cassel Salpeter assessed as a whole the results of all analyses undertaken by it with respect to the opinion. While it took into account the results of each analysis in reaching its overall conclusions, Cassel Salpeter did not make separate or quantifiable judgments regarding individual analyses and did not draw, in isolation, conclusions from or with regard to any individual analysis or factor. Therefore, Cassel Salpeter believes that the analyses underlying the opinion must be considered as a whole and that selecting portions of its analyses or the factors it considered, without considering all analyses and factors underlying the opinion collectively, could create a misleading or incomplete view of the analyses performed by Cassel Salpeter in preparing the opinion.

        The implied valuation reference ranges indicated by Cassel Salpeter's analyses are not necessarily indicative of actual values nor predictive of future results, which may be significantly more or less favorable than those suggested by such analyses. Much of the information used in, and accordingly the results of, Cassel Salpeter's analyses are inherently subject to substantial uncertainty.

        The following summary of the material financial analyses performed by Cassel Salpeter in connection with the preparation of its opinion includes information presented in tabular format. The tables alone do not constitute a complete description of these analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses Cassel Salpeter performed.

        Unless the context indicates otherwise, share prices for the selected companies used in the selected companies analysis described below were as of July 22, 2019, the relevant values for the selected transactions analysis described below were calculated on an enterprise value basis based on the consideration proposed to be paid in the selected transactions, the estimates of future financial performance of Computex relied upon for the financial analyses described below were based on the Projections and the estimates of the future financial performance of the selected companies listed below were based on publicly available research analyst estimates for those companies. For purposes of

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Cassel Salpeter's analyses and opinion, Cassel Salpeter, with the consent of Pensare's board of directors, assumed that the Merger Consideration would have a value equal to $46,380,000 and Computex would have net debt of $18,620,000 immediately prior to the consummation of the Merger.

        For purposes of its analyses, Cassel Salpeter reviewed a number of financial metrics, including:

    "Normalized EBITDA," which generally refers to the amount of the relevant company's earnings before interest, taxes, depreciation and amortization for a specified time period normalized for certain non-recurring items; and

    "Enterprise Value," which generally refers to the value as of a specified date of the relevant company's outstanding equity securities (taking into account its options and other outstanding convertible securities) plus the value as of such date of its net debt (the value of its outstanding indebtedness, preferred stock and minority interests less the amount of cash on its balance sheet).

Discounted Cash Flows Analysis

        Cassel Salpeter performed a discounted cash flow analysis of Computex by calculating the estimated net present value of Computex's free cash flows through 2021 and estimates of the terminal value of Computex after 2021 using the Projections. In performing this analysis, Cassel Salpeter assumed 10% initial cash flow growth following 2021 declining over a three-year straight-line period to a long-term growth rate ranging from 2.75% to 3.25% and applied discount rates ranging from 13.00% to 14.00%. This analysis indicated an implied equity value reference range of $42,500,000 to $51,100,000 for Computex, as compared to the assumed value of the Merger Consideration to be issued and paid by Pensare in the Merger of $46,380,000.

Selected Companies Analysis

        Cassel Salpeter considered certain financial data for Computex and selected companies with publicly traded equity securities Cassel Salpeter deemed relevant. The selected companies were selected because they were deemed to be similar to Computex in one or more respects, including the nature of their business, revenue mix between IT services and product sales, size, diversification, financial performance and geographic concentration. The selected companies with publicly traded equity securities were:

    Cognizant Technology Solutions

    CDW Corporation

    DXC Technology Company

    Akamai Technologies, Inc.

    Insight Enterprises, Inc.

    Presidio, Inc.

    Virtusa Corporation

    Perficient, Inc.

    ePlus Inc.

    The Hackett Group, Inc.

    Limelight Networks, Inc.

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        The financial data reviewed included:

    Enterprise Value as multiple of last twelve months normalized EBITDA, or "LTM Normalized EBITDA."

    Enterprise Value as multiple of 2019 projected normalized EBITDA, or "2019 P Normalized EBITDA."

    Enterprise Value as multiple of 2020 projected normalized EBITDA, or "2020 P Normalized EBITDA."

        Cassel Salpeter calculated the following Enterprise Value multiples with respect to the selected companies:

Enterprise Value Multiple of
  High   Mean   Median   Low  

LTM Normalized EBITDA

    20.9x     12.9x     12.1x     5.2x  

2019 P Normalized EBITDA

    14.8x     11.1x     11.5x     4.8x  

2020 P Normalized EBITDA

    13.6x     9.6x     9.8x     4.6x  

        Taking into account the results of the selected companies analysis, Cassel Salpeter applied multiples of 8.5x to 9.5x to Computex's LTM Normalized EBITDA, 9.0x to 10.0x to Computex's projected of 2019 P Normalized EBITDA, and 8.0x to 9.0x to Computex's projected 2020 P Normalized EBITDA, which resulted in an implied equity value reference range of $42,100,000 to $49,200,000 for Computex, as compared to the assumed value of the Merger Consideration to be issued and paid by Pensare in the Merger of $46,380,000.

        None of the selected companies have characteristics identical to Computex. An analysis of selected publicly traded companies is not mathematical; rather it involves complex consideration and judgments concerning differences in financial and operating characteristics of the selected companies and other factors that could affect the public trading values of the companies reviewed.

Selected Transactions Analysis.

        Cassel Salpeter considered the financial terms of the following business transactions Cassel Salpeter deemed relevant. The selected transactions were selected because they involved target companies that were deemed to be similar to Computex in one or more respects, including the nature of their business, revenue mix between IT services and product sales, size, diversification, financial performance and geographic concentration. The financial data reviewed included transaction value as a

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multiple of LTM Normalized EBITDA. The selected transactions and the resulting high, low, mean and median financial data were:

Date    
   
Announced
  Closed   Target   Acquirer
3-Jul-19   3-Jul-19   Nordisk Systems, Inc.   Converge Technology Solutions
21-Jan-19   18-Jan-19   Software Information Systems   Converge Technology Solutions
6-Nov-18   3-Jan-19   ConvergeOne Holdings, Inc.   CVC Capital Partners
1-Nov-18   1-Nov-18   Flywheel Digital LLC   Ascential, PLC
1-Oct-18   30-Sep-18   FusioStorm, Inc.   Computacenter PLC
10-May-18   3-Apr-18   Red Sky Solutions, LLC   Presidio, Inc.
24-Apr-18   30-Nov-18   Mitel Networks Corporation   Searchlight Capital Partners
12-Mar-18   12-Mar-18   eTouch Systems Corp.   Virtusa Corporation
18-Sep-17   2-Oct-17   InfoZen, Inc   ManTech International Corp.
2-Jul-17   15-Aug-17   NCI, Inc.   H.I.G. Capital, LLC
6-Jun-17   1-Sep-17   Westcon Group, Inc.   SYNNEX Corporation
9-May-17   10-Oct-17   West Corporation   Apollo Global Management, LLC
7-Nov-16   6-Jan-17   Datalink Corporation   Insight Enterprises, Inc.
2-Nov-16   17-Nov-17   Brocade Communications Systems, Inc.   LSI Corporation
19-Sep-16   27-Feb-17   AVT Technology Solutions LLC and TS DivestCo B.V.   Tech Data Corporation
17-Feb-16   5-Dec-16   Ingram Micro, Inc.   Tianjin Tianhai Invest Co.

 

Enterprise Value Multiple of
  High   Mean   Median   Low  

LTM Normalized EBITDA

    23.1x     10.6x     9.3x     5.9x  

        Taking into account the results of the selected transactions analysis, Cassel Salpeter applied multiples of 8.5x to 9.5x to Computex's LTM Normalized EBITDA, which resulted in an implied equity value reference range of $43,700,000 to $51,000,000 for Computex, as compared to the assumed value of the Merger Consideration to be issued and paid by Pensare in the Merger of $46,380,000.

        None of the target companies or transactions in the selected transactions have characteristics identical to Computex or the proposed Merger. Accordingly, an analysis of selected business combinations is not mathematical; rather it involves complex considerations and judgments concerning differences in financial and operating characteristics of the target companies in the selected transactions and other factors that could affect the respective acquisition values of the transactions reviewed.

Other Matters Relating to Cassel Salpeter's Opinion

        As part of its investment banking business, Cassel Salpeter regularly is engaged in the evaluation of businesses and their securities in connection with Merger, acquisitions, corporate restructurings, private placements and other purposes. Cassel Salpeter is a recognized investment banking firm that has substantial experience in providing financial advice in connection with merger, acquisitions, sales of companies, businesses and other assets and other transactions. Cassel Salpeter received a fee of $150,000 for rendering its opinion, no portion of which was contingent upon the completion of the Merger. In addition, Pensare agreed to reimburse Cassel Salpeter for certain expenses incurred by it in connection with its engagement and to indemnify Cassel Salpeter and its related parties for certain liabilities that may arise out of its engagement or the rendering of its opinion. In accordance with Cassel Salpeter's policies and procedures, a fairness committee of Cassel Salpeter was not required to, and did not, approve the issuance of Cassel Salpeter's opinion.

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Interests of Pensare's Directors and Officers in the Business Combination

        In considering the recommendation of our board of directors to vote in favor of the Business Combination, stockholders should be aware that, aside from their interests as stockholders, our Sponsor and our directors and officers have interests in the Business Combination that are different from, or in addition to, those of other stockholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to stockholders that they approve the Business Combination. Stockholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

    the beneficial ownership of the Sponsor and our officers and directors of an aggregate of 5,953,500 shares of Pensare Common Stock, which shares would become worthless if Pensare does not complete an initial business combination within the applicable time period, as our Initial Stockholders have waived any right to redemption with respect to these shares. Such shares have an aggregate market value of approximately $62.7 million based on the closing price of the Pensare Common Stock of $10.54 on Nasdaq on February 12, 2020;

    the beneficial ownership of our Sponsor of 7,017,290 warrants to purchase 7,017,290 shares of Pensare Common Stock, which warrants would expire and become worthless if we do not complete a business combination within the applicable time period. Such warrants have an aggregate market value of approximately $2.3 million based on the closing price of our warrants of $0.33 on Nasdaq on February 12, 2020;

    the chairman of our board of directors and a director of Computex, Mr. Mock, is the Managing Partner of Navigation Capital Partners, which is Computex's controlling shareholder, and pursuant to the Business Combination Agreement, in addition to continuing to serve as the Chairman of Pensare's board of directors, Mr. Mock will also remain on the Surviving Corporation's board of directors upon the Closing;

    working capital loans from our Sponsor in an aggregate amount of approximately $8.3 million, as of December 31, 2019, which will be repaid only if Pensare completes an initial business combination; and

    the continued indemnification of our current directors and officers and the continuation of directors' and officers' liability insurance after the Business Combination.

        These interests may influence our directors in making their recommendation that you vote in favor of the Business Combination Proposal, and the transactions contemplated thereby.

Potential Actions to Secure Requisite Stockholder Approvals

        In connection with the Pensare stockholder vote to approve the Business Combination, the Sponsor and Pensare's directors, officers, advisors or their affiliates may privately negotiate transactions to purchase Common Stock from Pensare stockholders who would have otherwise elected to have their shares redeemed in conjunction with the Business Combination for a per-share pro rata portion of the Trust Account. None of the Sponsor or Pensare's directors, officers, advisors or their affiliates will make any such purchases when they are in possession of any material non-public information. Such a purchase of shares may include a contractual acknowledgement that such stockholder, although still the record holder of the Public Shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor or Pensare's directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per-share pro rata portion of the Trust Account.

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The purpose of such share purchases would be to increase the likelihood of obtaining stockholder approval of the Business Combination or to satisfy the closing condition in the Business Combination Agreement that Pensare has, in the aggregate, not less than $150 million of cash that is available for distribution upon the consummation of the Business Combination.

Regulatory Approvals Required for the Business Combination

        Pensare and Computex are not aware of any regulatory approvals in the United States required for the consummation of the Business Combination.

Listing of Pensare Common Stock

        Pensare Common Stock being listed on Nasdaq as of the date of the Closing Date is a condition to each party's obligation to complete the Business Combination.

Accounting Treatment of the Business Combination

        The Business Combination will be accounted for as a forward merger under the acquisition method in accordance with GAAP. Under this method of accounting, a new subsidiary of Pensare, Merger Sub, will be incorporated, Computex will be treated as the acquired company and Pensare will be treated as the acquirer for financial reporting purposes.

        The acquisition method of accounting is based on Financial Accounting Standards Board ("FASB") Accounting Standard Codification ("ASC") 805, Business Combinations ("ASC 805"), and uses the fair value concepts defined in FASB ASC 820, Fair Value Measurements ("ASC 820"). ASC 805 requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date by Pensare, who was determined to be the accounting acquirer.

        Under ASC 805, acquisition-related transaction costs are not included as a component of consideration transferred but are accounted for as expenses in the periods in which such costs are incurred, or if related to the issuance of debt, capitalized as debt issuance costs. Acquisition-related transaction costs expected to be incurred as part of the business combination, include estimated fees related to the issuance of long-term debt, as well as advisory, legal and accounting fees.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

        The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2019 and for the year ended December 31, 2018 combine the historical consolidated statements of operations of Pensare and the historical statements of operations of Computex, giving effect to the following transactions (for purposes of this section, collectively, the "Transactions") as if they had been consummated on January 1, 2018, the beginning of the earliest period presented.

        Upon consummation of the Merger, Pensare will issue to Holdings an aggregate of 6,666,667 shares of Pensare Common Stock. The aggregate value of the consideration Pensare will issue to Holdings in exchange for the equity of Computex is approximately $60.0 million as follows:

    $20.0 million in cash to sellers

    $20.0 million in assumed debt

    $20.0 million in equity (6,666,667 shares of Pensare Common Stock valued at $3 per share)

        The unaudited pro forma condensed combined balance sheet of Pensare as of December 31, 2019 combines the historical condensed balance sheet of Pensare and the historical condensed combined balance sheet of Computex, giving effect to the Business Combination as if they had been consummated on the balance sheet date.

        The combined financial statements have been adjusted in the unaudited pro forma condensed combined financial statements to give pro forma effect to events that are: (i) directly attributable to the Business Combination; (ii) factually supportable; and (iii) with respect to the statement of operations, expected to have a continuing impact on Pensare's results following the completion of the Business Combination.

        The unaudited pro forma condensed combined financial statements have been developed and should be read in conjunction with:

    the accompanying notes to the unaudited pro forma condensed combined financial statements;

    the historical audited financial statements of Pensare included elsewhere in this proxy statement;

    the historical audited combined financial statements of Computex included elsewhere in this proxy statement; and

    Other information relating to Pensare and Computex contained in this proxy statement

        Under the Charter, public stockholders have the right to redeem, upon the closing of the Business Combination, shares of Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the closing of the business combination) in the Trust Account.

        Pensare plans to raise additional funds via a $45 million investment from other third parties, including an anchor investor (the "Anchor Investor"). Each $1,250 Unit of investments would consist of 80% in a Series A convertible debenture and 20% equity as follows: (i) $1,000 in face amount of Series A convertible debentures ("Series A Debentures") and (ii) one five-year warrant to purchase 100 shares of the Company's common stock, par value $0.001 per share ("Common Stock") at an exercise price of $0.01 per share and 3,000,000 shares of common stock at a purchase price of $3.00 per share. The Series A Debentures are expected to have an interest rate (the "Base Rate") equal to the London Interbank Offered Rate, or LIBOR, plus 6.5% compounded quarterly in arrears and payable in kind, and following an event of default, the Series A Debentures are expected to bear interest at a rate equal to the lower of the Base Rate plus 4% per annum and the maximum amount permitted by law. The principle amount of the Series A Debentures together with all accrued and unpaid interest thereon is

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expected to be due and payable at the earliest of (i) the occurrence of a change in control, (ii) at the option of the holder, beginning 30 months after the initial issuance date at a price equal to the face value plus all accrued but unpaid interest, payable in cash, and (iii) the occurrence of an event of default, unless in any such case earlier converted. The Series A Debentures are expected to be pre-payable by the Company upon notice to the holders thereof, without penalty. The Series A Debentures are expected to have an optional conversion feature whereby the principal and accrued but unpaid interest on the Series A Debentures would be convertible, in whole or in part, at any time and from time to time, at the option of the holder, into shares of common stock at a conversion price equal to $3.45 per share, subject to adjustments related to their conversion price. The conversion price is expected to be adjusted by full ratchet anti-dilution protection in the event the Company issues or is deemed to issue shares of its common stock at a price less than the conversion price then in effect (subject to customary exceptions), as well as with respect to other changes in the Company's capitalization such as stock splits, stock dividends, recapitalizations and reclassifications.

        The Company determined the common stock purchase price of $3.00 per share in an arm's length negotiation with the Anchor Investor.

        The Penny Warrants ("Penny Warrants") would have an exercise price of $.01 per share, and would be exercisable in whole or in part at any time or from time to time. The Penny Warrants would contain standard terms including but not limited to a cashless exercise provision. It is assumed in the pro-forma that all Penny Warrants will be exercised at the time of Business Combination.

        Based on the information available to us thus far, we have determined that the Penny Warrants should be treated in accordance with ASU-815. As such the exercised warrants have been included in equity using their estimated fair value.

        The warrants were valued using the Black-Scholes valuation model, which incorporates a variety of assumptions. The Company's first assumption is that the warrants will be exercised on the Closing Date of the Business Combination. To determine the time to maturity, the Company assumed 92 days, which represents the period from December 31, 2019 (the pro forma balance sheet date) through April 1, 2020 (the date by which the Business Combination must occur pursuant to the Company's amended and restated certificate of incorporation). The Company assumed a stock price volatility rate of 20%, and also conducted a sensitivity analysis, with a volatility range from 10%-500%, noting that a change in volatility had no effect on the call price. The Company assumed an exercise price of $0.01, which is the expected exercise price. The Company assumed an interest rate of 1.57%, which represents the 3-month treasury yield at December 31, 2019. The Company assumed a stock price of $3.00 because the Company agreed with the Anchor Investor to sell shares of common stock at this price at the time of the Business Combination. Based upon the foregoing assumptions, the Company arrived at a call value of $2.99. The resulting value of $12.7 M is treated as a debt discount and netted against the carrying value of the of the convertible debt.

        If Pensare fails to consummate the additional funding, it is unlikely that Pensare will have sufficient funds to meet the condition to Closing in the Business Combination Agreement.

    Assuming No Redemptions:  This scenario assumes that no additional shares of Pensare Common Stock are redeemed by the public stockholders. Under this scenario, the current stockholders, including Founder Shares, of Pensare Common Stock would own 36.64% of the Pensare Common Stock, Computex would own 26.16% of the Pensare Common Stock, the Anchor Investor would own 32.59% of the Pensare Common Stock and other new investors would own 4.61% of the Pensare Common Stock immediately after the Business Combination.

    Assuming Maximum Redemptions:  This scenario assumes that all the remaining shares of Pensare Common Stock are redeemed by the public stockholders resulting in 100% redemption. Under this scenario, the current stockholders, including founder shares, of Pensare Common

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      Stock would own 36.22% of the Pensare Common Stock, Computex would own 26.34% of the Pensare Common Stock, the Anchor Investor would own 32.80% and the other new investors would own 4.64% of the Pensare Common Stock immediately after the business combination.

        The unaudited pro forma condensed combined financial statements have been prepared on the basis that the acquisition of Computex under the Business Combination Agreement has been accounted for as a forward merger under the acquisition method in accordance with GAAP. Under this method of accounting, Merger Sub will be incorporated, Computex will be treated as the acquired company and Pensare will be treated as the acquirer for financial reporting purposes. This determination was primarily based on no individual or group of owners having over 50% voting interest post-Transactions, Computex operations comprising the ongoing operations of the combined entity, and the management team and board of Pensare being comprised of the majority of the management team and board of the combined entity. Accordingly, for accounting purposes, the acquisition will be treated as the equivalent of Pensare issuing stock and cash for the net assets of Computex.

        The acquisition method of accounting is based on Financial Accounting Standards Board ("FASB") Accounting Standard Codification ("ASC") 805, Business Combinations ("ASC 805"), and uses the fair value concepts defined in FASB ASC 820, Fair Value Measurements ("ASC 820'). ASC 805 requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date by Pensare, who was determined to be the accounting acquirer.

        Under ASC 805, acquisition-related transaction costs are not included as a component of consideration transferred but are accounted for as expenses in the periods in which such costs are incurred, or if related to the issuance of debt, capitalized as debt issuance costs. Acquisition-related transaction costs expected to be incurred as part of the Business Combination, include estimated fees related to the issuance of long-term debt, as well as advisory, legal and accounting fees.

        Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed financial statements are described in the accompanying notes. The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and are not necessarily indicative of the operating results and financial position that would have been achieved had the Business Combination and the other related Transactions contemplated by the Business Combination Agreement occurred on the dates indicated. Further, the unaudited pro forma condensed financial statements do not purport to project the future operating results or financial position of Pensare following the completion of the Business Combination and the other related Transactions. The unaudited proforma adjustments represent management's estimates based on information available as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed.

        Subsequent to the consummation of the Business Combination, Pensare intends to convert to calendar year-end to conform with Computex's financial year end.

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Unaudited Pro Forma Condensed Combined Balance Sheet

As of December 31 2019

(in thousands)

 
   
   
  Assuming No Redemptions
into Cash
  Assuming Maximum
Redemptions into Cash
 
 
  Pensare (A)   Computex (B)   Pro Forma
Adjustments
   
  Pro Forma
Balance
Sheet
  Pro Forma
Adjustments
   
  Pro Forma
Balance
Sheet
 

ASSETS:

                                             

Current Assets

                                             

Cash

  $ 163   $ 543   $ 21,910   (C)   $ 22,616   $ (1,864 ) (C)   $ 20,752  

Cash and marketable securities held in Trust Account available to pay taxes

    62         (62 ) (F)                  

Trade Accounts Receivable, Net

        11,231             11,231             11,231  

Prepaid expenses

    30                 30             30  

Inventory

        519             519             519  

Other current assets

    13     679             692             692  

Total current assets

    268     12,972     21,848         35,088     (1,864 )       33,224  

Deferred tax asset

                                 

Property and equipment, net

    11     10,223             10,234             10,234  

Deposits

        69             69             69  

Deferred contract costs

        2             2             2  

Definite lived intangible assets, net

        2,650             2,650             2,650  

Goodwill

        21,215     50,074   (E)     71,289             71,289  

Cash and marketable securities held in Trust Account

    1,802         (1,802 ) (F)                    

Total assets

  $ 2,081   $ 47,131   $ 70,120       $ 119,332   $ (1,864 )     $ 117,468  

LIABILITIES AND STOCKHOLDERS' EQUITY:

                                             

Current liabilities:

                                             

Accounts payable and accrued expenses

  $ 6,313   $ 16,027   $ (5,000 ) (J)   $ 17,340   $       $ 17,340  

Unearned revenue

        3,703             3,703             3,703  

Taxes payable

    62         (62 )                    

Current portion of notes payable

        2,679             2,679             2,679  

Promissory notes-related party

    6,817         (6,817 ) (G)                    

Convertible promissory notes-related party

    1,500         (1,500 ) (G)                    

Current portion of capital leases

        148             148             148  

Total current liabilities

    14,692     22,557     (13,379 )       23,870             23,870  

New Convertible Debt (net of discount)

                32,835   (I)     32,835             32,835  

Line of credit

        8,416             8,416             8,416  

Notes payable (net of current portion and issuance costs)

        5,924             5,924             5,924  

Capital leases (net of current portion)

        138             138             138  

Unearned revenue

                                 

Deferred rent

        170             170             170  

Total liabilities

    14,692     37,205     19,456         71,353             71,353  

Common stock subject to redemption

   
   
   
       
   
       
 

Stockholders' equity:

   
 
   
 
   
 
 

 

   
 
   
 
 

 

   
 
 

Preferred stock

                                 

Common stock

    8         8   (L)     16             16  

Additional paid in capital

        18,717     50,656   (K)     69,373     (1,864 ) (K)     67,509  

Retained earnings (accumulated deficit)

    (12,619 )   (8,791 )           (21,410 )           (21,410 )

Total Stockholders' equity

    (12,611 )   9,926     50,664         47,979     (1,864 )       46,115  

Total liabilities and stockholders' equity

  $ 2,081   $ 47,131   $ 70,120       $ 119,332   $ (1,864 )     $ 117,468  

   

See notes to pro forma combined financial statements

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Unaudited Pro Forma Condensed Combined Statement of Operations
For the Nine Months Ended September 30, 2019
(in thousands, except share and per share data)

 
   
   
  Assuming No Redemptions into
Cash
  Assuming Maximum
Redemptions into Cash
 
 
  Pensare (A)   Computex (B)   Pro Forma
Adjustments
   
  Pro Forma
Statement
of Operations
  Pro Forma
Adjustments
   
  Pro Forma
Statement
of Operations
 

Sales

  $   $ 92,554   $         $ 92,554   $         $ 92,554  

Cost of sales

        74,036               74,036               74,036  

Gross Profit

        18,518               18,518               18,518  

Selling, general and administrative expenses

    4,092     19,832               23,924               23,924  

Loss from operations

    (4,092 )   (1,314 )             (5,406 )             (5,406 )

Other income (expense)

                                                 

Interest income

    1,361         (1,361 )   (C )                  

Interest income

                406     (C-1 )   406     (32 )         374  

Other income

        147               147               147  

Interest expense

        (979 )   (3,123 )   (D )   (4,102 )             (4,102 )

Total other income (expense)

    1,361     (832 )   (4,078 )         (3,549 )   (32 )         (3,581 )

Loss before taxes

    (2,731 )   (2,146 )   (4,078 )         (8,955 )   (32 )         (8,987 )

Benefit (provision) for income taxes

    (216 )   (5 )   1,060     (E )   839     8     (E )   848  

Net loss

  $ (2,947 ) $ (2,151 ) $ (3,018 )       $ (8,116 ) $ (24 )       $ (8,139 )

Weighted average shares outstanding, basic

    8,521,944           16,957,967     (F )   25,479,911     (170,477 )   (F )   25,309,434  

Basic net loss per common share

  $ (0.35 )                   $ (0.32 )             $ (0.32 )

Weighted average shares outstanding, diluted

    8,521,944           16,957,967     (F )   25,479,911     (170,477 )   (F )   25,309,434  

Diluted net loss per common share

  $ (0.35 )                   $ (0.32 )             $ (0.32 )

   

See notes to pro forma condensed combined financial statements

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Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2018
(in thousands, except share and per share data)

 
   
   
  Assuming No Redemptions
into Cash
  Assuming Maximum
Redemptions into Cash
 
 
  Pensare
(A)
  Computex
(B)
  Pro Forma
Adjustments
   
  Pro Forma
Statement of
Operations
  Pro Forma
Adjustments
   
  Pro Forma
Statement of
Operations
 

Sales

  $   $ 154,846   $       $ 154,846   $       $ 154,846  

Cost of sales

        124,928             124,928             124,928  

Gross Profit

        29,918             29,918             29,918  

Selling, general and administrative expenses

    5,354     30,441             35,795             35,795  

Loss from operations

    (5,354 )   (523 )           (5,877 )           (5,877 )

Other income (expense)

                                             

Interest income

    4,553         (4,553 ) (C)                  

Interest income

                529   (C-1)     529     (41 ) (C-1)     488  

Interest expense

        (1,303 )   (3,889 ) (D)     (5,192 )           (5,192 )

Total other income (expense)

    4,553     (1,303 )   (7,913 )       (4,663 )   (41 )       (4,704 )

Loss before taxes

    (801 )   (1,826 )   (7,913 )       (10,540 )   (41 )       (10,581 )

Benefit (provision) for income taxes

    31     (96 )   2,057   (E)     1,992     11         2,003  

Net loss

  $ (770 ) $ (1,922 ) $ (5,856 )     $ (8,548 ) $ (30 )     $ (8,578 )

Weighted average shares outstanding, basic

    8,443,658           17,036,253   (F)     25,479,911     (336,342 ) (F)     25,143,569