Starstream Entertainment Provides Update On Progress of SPAC Development
February 18 2021 - 8:30AM
InvestorsHub NewsWire
Starstream
Entertainment Provides
Update On Progress of
SPAC Development
New Smyrna Beach, FL -- February 18, 2021 --
InvestorsHub NewsWire -- Starstream Entertainment Inc. (OTC
Pink: SSET) due to the level of interest and shareholder
inquiries, the Company is pleased to provide an additional update
and clarification on the development of the previously announced
SPAC.
The Company has engaged a law firm to begin the
process and development of an S-1 Registration Statement. The
registration statement will be for the SPAC vehicle and not for
Starstream Entertainment Inc. itself thus the registration will
have no dilutive effect on SSET shareholders at
all.
The Company has also selected an auditor, as the
SPAC will be fully reporting to the Securities and Exchange
Commission. The auditor and the Company had discussions this week
and the auditing firm is preparing an engagement letter for the
Company. The engagement letter spells out the functions the auditor
will perform, etc.
For those that are not fully familiar with the
process of setting up a SPAC or the SPAC's function, please allow
the Company to further explain. SPAC is a term for "Special
Purpose Acquisition Company." A SPAC is essentially a "blank check"
company that raises money thru a public offering ("IPO"). There is
a lot that goes into the setup of the SPAC including having the S-1
Registration statement qualified by the SEC. SPAC's raise money
thru the IPO and those funds are held in Trust. SPAC's are
created as an acquisition vehicle. The SPAC will generally target a
particular industry without any specific acquisition candidate in
mind. Once the money is raised the officers/directors of the
SPAC then seek out potential acquisition candidates to approach and
perform due diligence on the candidate and attempt to affect a
merger. If an acquisition or merger doesn't occur within a
specified time limit, then the funds held in Trust are returned to
investors. There is a huge incentive for the SPAC to make the
acquisition or merger.
How does this benefit SSET shareholders?
SPACs need a founder and sponsor, someone or some entity to set up
and launch the SPAC. SPAC founders typically receive a B
Series Preferred shares for both the set up and providing initial
capital for the formation of the SPAC including funds required for
legal and accounting fees. It is fairly common for a SPAC to
provide a quantity of B series preferred in an amount equal to
approximately 8% of the outstanding number of common shares sold
with potential increases based on performance goals. SSET the
company would be receiving B Series Preferred shares for the
functions it performs. The B Series Preferred are fully
convertible into common shares of the SPAC but only after the
successful completion of the merger or acquisition.
So why the SPAC and not just do acquisitions thru
SSET? Well, first SSET is presently seeking acquisitions and
has engaged in conversations with several potential targets.
The SPAC does not stop SSET from doing acquisitions directly.
However, any acquisition thru SSET would likely has some dilutive
effect in some form or fashion regardless if it was an all-stock
deal or a combo cash and stock deal for the acquisition. And some
dilution when adding value is acceptable as it is a tradeoff
between adding value and the cost of controlled dilution for the
value added.
However, with some much larger potential targets
the dilution effect would be rather large, and the Company doesn't
wish to do that to shareholders nor the company. So, what is
the solution? Use the Company's knowledge base of the capital
markets to bring value to SSET shareholders by creating a SPAC for
additional large acquisitions and then have SSET own a percentage
of the final completed and merged company into the SPAC.
The SPAC intends to be a mid-tier offering.
There are many SPACs that raise $250+ million, however there is
also a good appetite for SPACS below $50 million. SSET Management
and consultants believe strongly that a raise in the $25 million
range would be met with great acceptance and enthusiasm. So that is
what the company intends to target by creating a $25 million SPAC
which will then seek out a candidate in the staffing industry and
not limited to just the event staffing business but rather the
staffing industry as a whole, whether it is in IT staffing, medical
staffing, etc.
We believe that the larger SPAC offerings have
fewer and fewer targets from which to choose when seeking an
acquisition candidate. We believe that a $25 million SPAC
will have many more potential acquisition candidates. Through
SSET's B Series Preferred holdings the company will benefit greatly
in the success of the SPAC completing a merger and that benefit
will have absolutely no dilutive effect on SSET
shareholders.
Timeframes? There are no guarantees and remember even the
best laid plans will often take longer than expected but let us
toss out some projections. Auditor and Law Firm on board,
check! The creation of the registration statement will likely
take about 45 days, there is a lot to go into it. So, let's
say around first half of April we would hope to get the
registration submitted to the Commission for review. A number of
SPACs have been approved within 30 days. Then other actual IPO
offering through investment banking firms and brokers will have to
be scheduled after the registration is qualified, so add on 30 days
potentially for that. Overall target would put us out into end of
Q2 or first of Q3 to start seeking out acquisition merger
candidates for the SPAC after a successful
IPO.
The Company has received a number of unsolicited
calls from investment firms interested in participating once all
the required legal documents are prepared and the offering is
available which is a very positive sign.
We hope this press release assists many to have a
better understanding of what the Company is working on with regards
to the SPAC.
About Starstream
Entertainment, Inc.
and Facetime Consulting and
Promotions LCC.
Starstream
Entertainment Inc. thru its
wholly owned subsidiary, Facetime Consulting and
Promotions LLC ("FCP"), is primarily focused in the on-demand event
staffing industry. The primary placements that FCP makes are to
companies in the consumer goods
industry.
Follow us
on
Instagram:
https://www.instagram.com/facetimepromotions/
Twitter:
https://twitter.com/StarstreamEnt
Facebook:
https://www.facebook.com/FacetimePromo
Safe Harbor: This Press Release contains
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. These forward-looking statements are based on the
current plans and expectations of management and are subject to a
number of uncertainties and risks that could significantly affect
the company's current plans and expectations, as well as future
results of operations and financial condition. A more extensive
listing of risks and factors that may affect the company's business
prospects and cause actual results to differ materially from those
described in the forward-looking statements can be found in the
reports and other documents filed by the company with the
Securities and Exchange Commission and OTC Markets, Inc. OTC
Disclosure and News Service. The company undertakes no obligation
to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.
CONTACT:
Starstream Entertainment, Inc.
https://www.facetimepromo.com/
Carla Rissell, CEO
investorinfo@facetimepromo.com
833-422-7300 - Investor Relations: Ext. 700
Starstream Entertainment (PK) (USOTC:SSET)
Historical Stock Chart
From Aug 2024 to Sep 2024
Starstream Entertainment (PK) (USOTC:SSET)
Historical Stock Chart
From Sep 2023 to Sep 2024