PACIFIC SPECIAL ACQUISITION CORP. (NASDAQ:PAAC) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

On April 20, 2017, in connection with the Meeting (as defined
below), Pacific Special Acquisition Corp. (the
Company) entered into the Amended and Restated
Trust Agreement (as defined below) with Continental Stock
Transfer Trust Company (Continental), to which
the date on which to commence liquidation of the trust account
(the Trust Account) established in connection
with the Companys initial public offering was extended from April
20, 2017 to August 21, 2017. A copy of the Amended and Restated
Trust Agreement is attached as Exhibit 10.1 hereto and is
incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

On April 19, 2017, in connection with the Meeting, the Company
filed with the British Virgin Islands Registry the Companys
Amended and Restated Memorandum and Articles of Association, a
copy of which is attached as Exhibit 3.1 hereto and is
incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security
Holders.

On April 19, 2017, the Company held a special meeting in lieu of
an annual meeting of shareholders (the Meeting).
At the Meeting, the Companys shareholders approved the following
items: (i) an amendment to the Companys memorandum and articles
of association extending the date by which the Company must
consummate its initial business combination and the date for
cessation of operations of the Company if the Company has not
completed an initial business combination from April 20, 2017 to
August 21, 2017 or such earlier date as determined by the Board
of Directors (the Board) of the Company (the
Extension Amendment), (ii) an amendment to the
Investment Management Trust Agreement (as amended, the
Amended and Restated Trust Agreement) between
the Company and Continental extending the date on which to
commence liquidation of the Trust Account in accordance with the
Amended and Restated Trust Agreement from April 20, 2017 to
August 21, 2017 , (iii) the re-election of each of David Boris,
Honghui Deng and Jason Zexian Shen as directors of the Company,
each to serve until the 2019 annual meeting of shareholders or
until their successors are duly elected and qualified, and (iv)
the ratification of the selection by the Companys audit committee
of Marcum LLP to serve as the Companys independent registered
public accounting firm for the year ended June 30, 2017.

Set forth below are the final voting results for each of the
proposals:

(i) To amend the memorandum and articles of association to extend
the date before which the Company must complete an initial
business combination from April 20, 2017 to August 21, 2017 or
such earlier date as determined by the Board, and provide that
the date for cessation of operations of the Company if the
Company has not completed an initial business combination would
similarly be extended.

(ii) To amend and restate the Investment Management Trust
Agreement to extend the date on which to commence liquidating the
Trust Account in the event the Company has not consummated an
initial business combination from April 20, 2017 to August 21,
2017.

(iii) To re-elect each of David Boris, Honghui Deng and Jason
Zexian Shen to serve on the Board until the 2019 annual meeting
of shareholders or until their successors are duly elected and
qualified.

(iv) To ratify the selection by the Companys audit committee of
Marcum LLP to serve as the Companys independent registered public
accounting firm for the year ending June 30, 2017.

Shareholders holding 653,996 public shares exercised their right
to redeem such public shares into a pro rata portion of the Trust
Account. As a result, an aggregate of approximately $6.8 million
(or approximately $10.40 per share) was removed from the Trust
Account to pay such holders.

As indicated in the Companys proxy statement and related
supplement for the Meeting, since the Extension Amendment was
approved, the Companys sponsor agreed to contribute to the
Company as a loan $0.03 for each public share that was not
redeemed, for each calendar month (commencing on April 20, 2017
and on the 20^th day of each subsequent month), or
portion thereof, that is needed by the Company to complete an
initial business combination from April 20, 2017 until August 21,
2017, to be deposited in the Trust Account within seven calendar
days from the beginning of such calendar month (or portion
thereof). Accordingly, the Companys sponsor will contribute an
aggregate of approximately $153,000 (the
Contribution) to the Company within seven
calendar days from the beginning of each such calendar month (or
portion thereof), with the initial Contribution to be contributed
by April 27, 2017. If the Company takes the full time through
August 21, 2017 to complete the initial business combination, the
redemption amount per share at the meeting for such an initial
business combination or the Companys subsequent liquidation will
be approximately $10.52 per share. The amount of the Contribution
will not bear interest and will be repayable by the Company to
the sponsor upon consummation of an initial business combination.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits

PACIFIC SPECIAL ACQUISITION CORP. (NASDAQ:PAAC) Recent Trading Information

PACIFIC SPECIAL ACQUISITION CORP. (NASDAQ:PAAC) closed its last trading session 00.00 at 10.40 with 7,439 shares trading hands.