PACE HOLDINGS CORP. (NASDAQ:PACE) Files An 8-K Regulation FD Disclosure

PACE HOLDINGS CORP. (NASDAQ:PACE) Files An 8-K Regulation FD Disclosure

Item7.01

Regulation FD Disclosure.

Attached as Exhibit 99.1 and incorporated by reference herein is
an investor presentation dated January 2017, that will be used by
Pace Holdings Corp. (Pace) in making presentations to
certain existing and potential shareholders with respect to the
business combination contemplated by that certain Transaction
Agreement, dated as of December13, 2016, entered into by Pace,
Playa Hotels Resorts B.V., (Playa) and the other parties
thereto.

The information in this Item7.01, including Exhibit99.1, is
furnished and shall not be deemed filed for purposes of Section18
of the Securities Exchange Act of 1934, as amended (the
Exchange Act), or otherwise subject to
liabilities under that section, and shall not be deemed to be
incorporated by reference into the filings of Pace under the
Securities Act or the Exchange Act, regardless of any general
incorporation language in such filings. This Current Report will
not be deemed an admission as to the materiality of any
information of the information in this Item7.01, including
Exhibit99.1.

Additional Information and Where to Find
It

Pace has caused Porto Holdco B.V. (Holdco) to file with
the Securities and Exchange Commission (SEC) a
registration statement on Form S-4 (the Registration
Statement), which includes a preliminary prospectus with
respect to Holdcos securities to be issued in connection with the
proposed business combination between Pace and Playa (the
Business Combination) and a preliminary proxy
statement of Pace in connection with the Business Combination.
Pace plans to mail to its shareholders the definitive proxy
statement/prospectus with respect to Holdcos securities to be
issued in connection with the Business Combination.PACE
SHAREHOLDERS ARE URGED AND ADVISED TO READ THE REGISTRATION
STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE.The Registration
Statement and other relevant materials (when they become
available) and any other documents filed by Pace, Holdco or Playa
with the SEC may be obtained free of charge at the SECs website,
at www.sec.gov.In addition, shareholders will be able to obtain
free copies of the Registration Statement by directing a request
to: Pace Holdings Corp., 301 Commerce Street, Suite 3300, Fort
Worth, Texas 76102, email: [email protected], Attn: Mr.CliveD. Bode.

Participants in the Solicitation

Pace, Playa, Holdco and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from Paces shareholders in connection with the proposed
Business Combination. Information about Paces directors and
executive officers is set forth in Paces Annual Report on Form
10-K for the fiscal year ended December31, 2015, which was filed
with the SEC on January26, 2016.These documents are available
free of charge at the SECs web site at www.sec.gov, or by
directing a request to: Pace Holdings Corp., 301 Commerce Street,
Suite 3300, Fort Worth, Texas 76102, email: [email protected], Attn:
Mr.CliveD. Bode.Information regarding the persons who may, under
SEC rules, be deemed participants in the solicitation of proxies
to Pace stockholders in connection with the proposed Business
Combination will be set forth in the Registration Statement for
the proposed business combination when available. Additional
information regarding the interests of participants in the
solicitation of proxies in connection with the proposed Business
Combination will be included in the Registration Statement that
Pace and Playa intend to cause Holdco to file with the SEC.

Forward Looking Statements

This Current Report includes forward looking statements within
the meaning of the safe harbor provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
forecast, intend, seek, target, anticipate, believe, expect,
estimate, plan, outlook, and project and other similar
expressions that predict or indicate future events or trends or
that are not statements of historical matters. Such forward
looking statements include projected financial information. Such
forward looking statements with respect to revenues, earnings,
performance, strategies, prospects and other aspects of the
businesses of Pace, Playa or the combined company after
completion of any proposed Business Combination are based on
current expectations that are subject to risks and uncertainties.
A number of

factors could cause actual results or outcomes to differ
materially from those indicated by such forward looking
statements. These factors include, but are not limited to: (1)the
inability to complete the transactions contemplated by the
proposed Business Combination; (2)the inability to recognize the
anticipated benefits of the proposed Business Combination, which
may be affected by, among other things, competition, and the
ability of the combined business to grow and manage growth
profitably; (3)the ability to meet NASDAQs listing standards
following the consummation of the transactions contemplated by
the proposed Business Combination; (4)costs related to the
proposed Business Combination; (5)changes in applicable laws or
regulations; (6)the possibility that Playa or Pace may be
adversely affected by other economic, business, and/or
competitive factors; and (7)other risks and uncertainties
indicated from time to time in the final prospectus of Pace,
including those under Risk Factors therein, and other documents
filed or to be filed with the Securities and Exchange Commission
by Pace. You are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
Pace and Playa undertake no commitment to update or revise the
forward-looking statements, whether as a result of new
information, future events or otherwise.

Disclaimer

This communication is for informational purposes only and is
neither an offer to purchase, nor a solicitation of an offer to
sell, subscribe for or buy any securities or the solicitation of
any vote in any jurisdiction to the proposed transactions or
otherwise, nor shall there be any sale, issuance or transfer or
securities in any jurisdiction in contravention of applicable
law.No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section10 of the
Securities Act of 1933, as amended, and applicable regulations in
the Netherlands and Cayman Islands.


Item9.01
Exhibits.

(d) Exhibits


Exhibit


No.


Exhibit

99.1 Investor Presentation of Pace dated January 2017.


About PACE HOLDINGS CORP. (NASDAQ:PACE)

Pace Holdings Corp., formerly Paceline Holdings Corp., is a shell company. The Company is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company does not have any operations. The Company has not generated any revenues.

PACE HOLDINGS CORP. (NASDAQ:PACE) Recent Trading Information

PACE HOLDINGS CORP. (NASDAQ:PACE) closed its last trading session up +0.10 at 10.42 with 2,076,554 shares trading hands.

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