SEC Form 4 · accession 0001209191-19-005407
Borqs Technologies, Inc. · BRQS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
NORWEST VENTURE PARTNERS X L P
10% Owner
Period of report
Jul 31, 2018
Accepted (ET)
Jan 25, 2019 · 5:32 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001650575
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1,F2,F3,F4,F5 | Jul 31, 2018 | J | 191,356 | $10.40 | A | 3,635,740 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On August 18, 2017, Borqs Technologies, Inc. (f/k/a Pacific Special Acquisition Corp.) (the "Issuer") issued 3,342,126 ordinary shares, no par value ("Ordinary Shares"), to Norwest Venture Partners X, LP ("NVP X") pursuant to terms of that certain Merger Agreement, dated December 27, 2016 and amended on May 10, 2017 and June 29, 2017 (as amended, the "Merger Agreement"), providing for the merger of the Issuer's wholly-owned subsidiary, PAAC Merger Subsidiary Limited with and into Borqs International Holding Corp ("Borqs International"), with Borqs International as the surviving entity and wholly-owned subsidiary of the Issuer.
- F2Pursuant to the Merger Agreement and an escrow agreement entered into in connection with the closing of the merger, the Issuer issued certain Ordinary Shares to an escrow agent to be held in an indemnity escrow account, and NVP X, under certain circumstances, may be entitled to receive up to a maximum of 102,258 additional Ordinary Shares upon release of the escrowed shares. Such indemnity shares are included in the number of beneficially owned shares. Pursuant to the Merger Agreement and escrow agreement, NVP X also may be entitled to receive up to a maximum of 255,223 additional Ordinary Shares if the Issuer's Adjusted Net Income (as defined in the Merger Agreement) for the period between July 1, 2017 and June 30, 2018 is greater than $18,000,000. On July 31, 2018, the Issuer determined that 191,356 Ordinary Shares were issuable to NVP X pursuant to the Earnout Provisions.
- F3(Continued from Footnote 2) NVP X's right to receive Ordinary Shares pursuant to the Indemnification Provisions and the Earnout Provisions in accordance with the Merger Agreement became fixed and irrevocable on August 18, 2017, the effective date of the merger.
- F4The Merger Agreement provides for the Ordinary Shares to be valued at $10.40 per Ordinary Share issuable pursuant to its terms, and no additional consideration was paid by NVP X for the Ordinary Shares issued in accordance with the Earnout Provisions.
- F5The securities shown on Line 1 of Table 1 represent securities held of record by NVP X. By virtue of their position as co-Chief Executive Officers of NVP Associates, LLC, the managing member of the general partner of NVP X, Jeffrey Crowe, Promod Haque and Jon E. Kossow may be deemed to share voting and dispositive power over the shares held by NVP X. Messers. Crowe, Haque and Kossow disclaim beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.