New Smyrna Beach, FL. February 18, 2021 – — 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.
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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.
Starstream Entertainment, Inc.
Carla Rissell, CEO
833-422-7300 – Investor Relations: Ext. 700