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Pacific Special Acquisition & Borqs International Holding Announce Merger

By Ken Briodagh August 21, 2017

According to a recent release, Pacific Special Acquisition Corp., a special purpose acquisition company whose securities currently trade on Nasdaq under the symbols PAACU, PAAC, PAACR and PAACW, and Borqs International Holding Corp., have jointly announced that the two companies have successfully concluded a merger by which BORQS became a wholly-owned subsidiary of Pacific 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.

“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,” said Pat Chan, Chairman and CEO, BORQS. “We will be able to execute more rapidly and efficiently in delivering and scaling new designs and products to the world's connected consumers.”

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.

“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,” said Yaqi Feng, Chief Operating Officer, Pacific, in the release. “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."


Ken Briodagh is a writer and editor with more than a decade of experience under his belt. He is in love with technology and if he had his druthers would beta test everything from shoe phones to flying cars.

Edited by Ken Briodagh

Editorial Director

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