SEC Form 4 · accession 0001213900-17-009114
Borqs Technologies, Inc. · BRQS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Zhengqi International Holding Ltd
10% Owner
Period of report
Oct 20, 2015
Accepted (ET)
Aug 22, 2017 · 9:59 pm EDT
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 | Aug 18, 2017 | P | 966,136 | $10.40 | A | 2,461,307 | D | |
| Ordinary SharesF3 | Aug 18, 2017 | C | 49,767 | $0.00 | A | 2,511,074 | D | |
| Ordinary SharesF4 | Aug 18, 2017 | J | 2,278,776 | $0.00 | A | 4,789,850 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantF2 | $12.00 | Oct 20, 2015 | P | 497,671 | A | Aug 18, 2017 | Aug 18, 2022 | Ordinary Shares | 248,836 | 497,671 | D |
| Right to receive Ordinary SharesF3 | — | Oct 20, 2015 | P | 497,671 | A | — | — | Ordinary Shares | 49,767 | 497,671 | D |
| Right to receive Ordinary SharesF3 | — | Aug 18, 2017 | C | 497,671 | D | — | — | Ordinary Shares | 49,767 | 0 | D |
Explanation of responses
- F1Represents ordinary shares purchased in a private placement in connection with the Business Combination.
- F2On October 20, 2015, the Reporting Person acquired an aggregate of 497,671 units in a private placement consummated simultaneously with the consummation of the Issuer's initial public offering (the "IPO"), at a price of $10.00 per unit. Each unit consisted of one ordinary share, one right to receive one-tenth of one ordinary share upon consummation of the Issuer's initial business combination, and one warrant to purchase one-half of one ordinary share at an exercise price of $12.00 per full share. The warrants did not become exercisable until the consummation of the Business Combination. None of such warrants have been exercised as of the date of this filing.
- F3Upon the closing of the Business Combination, 497,671 units purchased by the Reporting Person in a private placement consummated simultaneously with the Issuer's IPO automatically separated into their component ordinary shares, warrants to purchase one-half of one ordinary share, and rights to receive one-tenth of an ordinary share. The resulting 497,671 rights were converted into 49,767 ordinary shares.
- F4In connection with the Business Combination, the Reporting Person received 2,278,776 ordinary shares, which shares are currently being held in escrow and subject to forfeiture in the event that the Issuer meets certain earn-out conditions during the period of July 1, 2017 to June 30, 2018.
Remarks
Effective August 18, 2017, Pacific Special Acquisition Corp. (the "Issuer") changed its name to Borqs Technologies, Inc. [Nasdaq: BRQS] in connection with the consummation of its initial business combination with Borqs International Holding Corp. on August 18, 2017 (the "Business Combination").