NEW YORK and SHANGHAI, Aug. 18, 2017 /PRNewswire/ -- Pacific Special Acquisition Corp. (the "Company" or "Pacific"), a special purpose acquisition company whose securities currently trade on Nasdaq under the symbols PAACU, PAAC, PAACR and PAACW, and Borqs International Holding Corp ("BORQS"), today jointly announced that the two companies have successfully concluded a merger by which BORQS became a wholly-owned subsidiary of the Company and the former stockholders of BORQS acquired a majority of the outstanding equity of the Company. As previously announced, the transaction was approved at a special meeting of the Company's shareholders held on August 10, 2017.
As consideration for the merger, the Company issued 22,619,198 ordinary shares to BORQS, of which 942,467 shares were deposited in escrow for indemnification obligations and 2,352,285 shares were deposited in escrow subject to the combined company meeting certain earn-out requirements, and rolled over BORQS outstanding warrants and options. In connection with the business combination, the Company sold approximately $10.8 million of ordinary shares in a private placement to Zhengqi International Holding Limited, the Company's sponsor, and EarlyBird Capital, Inc., the Company's underwriter in its initial public offering. Additionally, in connection with the closing of the business combination, the Company will issue approximately 628,188 ordinary shares to the holders of its outstanding public and private rights.
As part of the transaction, the Company has filed appropriate paperwork to change its name to "Borqs Technologies, Inc." The Company expects that its ordinary shares and warrants will trade on the Nasdaq Capital Market under the ticker symbols "BRQS" and "BRQSW," respectively, starting on or about August 21, 2017, and its units and rights are expected to cease trading as of the close of business on August 18, 2017.
Pat Chan, Chairman and CEO of BORQS, proclaimed, "We are entering an exciting phase of our company where the resources of the public capital market will certainly fuel our R&D efforts and business growth in the burgeoning IoT industry. We will be able to execute more rapidly and efficiently in delivering and scaling new designs and products to the world's connected consumers."
Yaqi Feng, Chief Operating Officer of Pacific, remarked, "On behalf of Pacific, our sponsor, Zhengqi International Holding Limited, and our sponsor's parent, Pacific Securities Co. Ltd. we are excited about joining forces with BORQS, and we believe we have made a powerful combination: Pacific's innovation focus and capital market expertise are now combined with BORQS' experienced management team and their consistent track record of high growth in the promising IoT industry. This successful merger delivers to Pacific's shareholders the key benefits of a SPAC structure: capital preservation and an opportunity for high growth. Pacific Securities Co. Ltd., our sponsor's parent, continues to see a significant flow of opportunities for partnerships with fast growing companies in prospering industries, in Asia and worldwide, and will continue to seek deals that will deliver the greatest value to its investors and shareholders."EarlyBird Capital, Inc. was financial advisor to the Company. Ellenoff Grossman & Schole LLP, King & Wood Mallesons and Ogier were legal advisors to the Company, and Fenwick & West LLP, Maples and Calder and Han Kun Law Offices were legal advisors to BORQS.
Borqs International Holding Corp, is a global leader in software and products for IoT providing customizable, differentiated and scalable Android-based smart connected devices and cloud service solutions. Deloitte named BORQS as one of the fastest growing technology companies in China & Asia Pacific in 2011, 2012 and 2013. In 2013, 2014, 2015 and 2016, BORQS was awarded Company of the Year for Innovation & Leadership in Mobile Technology for Asia Pacific from the International Alternative Investment Review. Recently BORQS received the "50 Most Promising IoT Solution Providers 2016" recognition from CIO Review magazine. For more info, visit: http://www.borqs.com/
On December 27, 2016, and as amended on May 10, 2017 and June 29, 2017, the Company entered into a definitive merger agreement with BORQS, as described in the Company's current reports on Form 8-K filed January 3, 2017, May 12, 2017 and July 3, 2017. The Company has changed its name to "Borqs Technologies, Inc."
This press release includes "forward-looking statements" that involve risks and uncertainties that could cause actual results to differ materially from what is expected. Words such as "expects", "believes", "anticipates", "intends", "estimates", "seeks", "may", "might", "plan", "possible", "should" and variations and similar words and expressions are intended to identify such forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements relate to future events or future results, based on currently available information and reflect the Company's and BORQS's managements' current beliefs. A number of factors could cause actual events or results to differ materially from the events and results discussed in the forward-looking statements. Such factors include, among other things: (1) the ability to maintain the listing of the Company's securities on the NASDAQ Capital Market following the business combination; (2) the risk that the business combination disrupts the Company's current plans and operations; (3) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, closing proceeds, competition and the ability of the business to grow and manage growth profitably; (4) the outcome of any legal proceedings that may be instituted against the Company or BORQS following the closing of the business combination; (5) changes in applicable laws or regulations; and (6) the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors. In addition, please refer to the Risk Factors section of the Company's proxy statement and its Forms 10-K and 10-Q for additional information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
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SOURCE Pacific Special Acquisition Corp.
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