PACIFIC SPECIAL ACQUISITION CORP. (NASDAQ:PAAC) Files An 8-K Other Events
Item 8.01 Other Events.
On April 13, 2017, Pacific Special Acquisition Corp. (the
Company) announced that it has been advised by its sponsor,
Zhengqi International Holding Limited (the Sponsor), that the
Sponsor may contribute to the Company as a loan $0.03 per month
for each public share that is not redeemed by the Companys
shareholders (the Revised Contribution) in connection with a
special meeting in lieu of the 2017 annual meeting of
shareholders (the Special Meeting) to be held by the Company on
April 19, 2017 to, among other things, extend the date by which
the Company must complete its initial business combination (the
Extension). The Revised Contribution is an increase from the
$0.025 per public share per month (the Original Contribution)
that was previously disclosed in the Companys definitive proxy
statement filed and mailed to shareholders in connection with the
Extension on or about March 31, 2017. If the Extension is
approved by the Companys shareholders and the Company takes the
full time to complete its initial business combination, the
redemption amount per share at the meeting for such business
combination or the Companys subsequent liquidation will be
approximately $10.52 per share, in comparison to the current
redemption amount of $10.40 per share (assuming no public shares
were redeemed). Other than the increase in the amount from $0.025
to $0.03 per public share, the terms of the Original Contribution
remain unchanged.
The Company also announced that it would extend the deadline for
public shareholders to exercise their redemption rights, such
that public stockholders will be required to submit their request
for redemption until 5:00 p.m., Eastern Time, on April 18, 2017
(the Revised Redemption Deadline). Any public shareholders who
have previously delivered the Companys ordinary shares for
redemption and decide not to exercise their redemption rights
should contact Continental Stock Transfer Trust Company, the
Companys transfer agent, and request the return of their shares
(physically or electronically) prior to the Revised Redemption
Deadline. Any redemption requests, once made, including any
previous exercises of redemption rights, may be withdrawn at any
time until the Revised Redemption Deadline and thereafter, with
the Companys consent, until the vote is taken with respect to the
Extension at the Special Meeting.
Additional Information
The Company has filed with the U.S. Securities and Exchange
Commission (the SEC) a definitive proxy statement in connection
with the Extension and other matters and, on or about March 31,
2017, mailed the definitive proxy statement and other relevant
documents to the Companys shareholders as of the March 21, 2017
record date for the Special Meeting. The Companys shareholders
and other interested persons are advised to read the definitive
proxy statement and any other relevant documents (including a
supplement to the definitive proxy statement) that have been or
will be filed with the SEC in connection with the Companys
solicitation of proxies for the Special Meeting because these
documents will contain important information about the Company,
the Revised Contribution, the Revised Redemption Deadline, the
Extension and related matters. Shareholders may also obtain a
free copy of the definitive proxy statement, as well as other
relevant documents that have been or will be filed with the SEC
(including a supplement to the definitive proxy statement),
without charge, at the SEC’s website located at www.sec.gov or
by directing a request to Morrow Sodali LLC, the Companys proxy
solicitor, at (800) 662-5200 (banks and brokers can call collect
at (203) 658-9400) or at [email protected].
Participants in the Solicitation
The Company and its directors and executive officers may be
deemed to be participants in the solicitations of proxies from
the Companys shareholders in respect of the Extension and the
other matters set forth in the definitive proxy statement.
Information regarding the Companys directors and executive
officers and a description of their direct and indirect
interests, by security holdings or otherwise, is contained in the
Companys definitive proxy statement for the Extension, which has
been filed with the SEC.
Forward-Looking Statements
This Current Report on Form 8-K may include forward-looking
statements within the meaning of the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. All
statements, other than statements of historical facts, included
in this Current Report on Form 8-K that address activities,
events or developments that the Company expects or anticipates
will or may occur in the future are forward-looking statements
and are identified with, but not limited to, words such as may,
believe and expect. These statements are based on certain
assumptions and analyses made by the Company in light of its
experience and its perception of historical trends, current
conditions and expected future developments as well as other
factors it believes are appropriate in the circumstances. Actual
results may differ materially from those expressed herein due to
many factors such as, but not limited to, the ability of the
Company to obtain shareholder approval for the Extension and
related matters, the ability of the Sponsor to make the Revised
Contribution, the ability of the Company to consummate an initial
business combination, and the risks identified in the Companys
prior and future filings with the SEC (available at www.sec.gov),
including the Company’s definitive proxy statement filed in
connection with the Extension (and the supplement to the
definitive proxy statement that the Company intends to file on
April 13, 2017) and the Company’s Annual Report on Form10-K
filed on September 28, 2016. These statements speak only as of
the date they are made and the Company undertakes no obligation
to update any forward-looking statements contained herein to
reflect events or circumstances which arise after the date of
this Current Report on Form 8-K.
PACIFIC SPECIAL ACQUISITION CORP. (NASDAQ:PAAC) Recent Trading Information
PACIFIC SPECIAL ACQUISITION CORP. (NASDAQ:PAAC) closed its last trading session up +0.05 at 10.35 with 500 shares trading hands.
