0001213900-17-009114.txt : 20170822
0001213900-17-009114.hdr.sgml : 20170822
20170822215932
ACCESSION NUMBER: 0001213900-17-009114
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20151020
FILED AS OF DATE: 20170822
DATE AS OF CHANGE: 20170822
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Zhengqi International Holding Ltd
CENTRAL INDEX KEY: 0001654923
STATE OF INCORPORATION: D8
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37593
FILM NUMBER: 171046128
BUSINESS ADDRESS:
STREET 1: 40 WALL STREET
STREET 2: 28TH FL
CITY: NEW YORK
STATE: NY
ZIP: 10005
BUSINESS PHONE: 646-512-5674
MAIL ADDRESS:
STREET 1: 40 WALL STREET
STREET 2: 28TH FL
CITY: NEW YORK
STATE: NY
ZIP: 10005
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Borqs Technologies, Inc.
CENTRAL INDEX KEY: 0001650575
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 000000000
STATE OF INCORPORATION: D8
FISCAL YEAR END: 0630
BUSINESS ADDRESS:
STREET 1: 855 PUDONG SOUTH ROAD
STREET 2: THE WORLD PLAZA, 27TH FLOOR
CITY: PUDONG, SHANGHAI
STATE: F4
ZIP: 200120
BUSINESS PHONE: 86 21-61376584
MAIL ADDRESS:
STREET 1: 855 PUDONG SOUTH ROAD
STREET 2: THE WORLD PLAZA, 27TH FLOOR
CITY: PUDONG, SHANGHAI
STATE: F4
ZIP: 200120
FORMER COMPANY:
FORMER CONFORMED NAME: Pacific Special Acquisition Corp.
DATE OF NAME CHANGE: 20150810
4
1
f4081817zhengqi_borqs.xml
OWNERSHIP DOCUMENT
X0306
4
2015-10-20
0
0001650575
Borqs Technologies, Inc.
BRQS
0001654923
Zhengqi International Holding Ltd
855 PUDONG SOUTH ROAD, THE WORLD PLAZA,
27TH FLOOR, PUDONG
SHANGHAI
F4
200120
CHINA
0
0
1
0
Ordinary Shares
2017-08-18
4
P
0
966136
10.40
A
2461307
D
Ordinary Shares
2017-08-18
4
C
0
49767
0
A
2511074
D
Ordinary Shares
2017-08-18
4
J
0
2278776
0
A
4789850
D
Warrant
12.00
2015-10-20
4
P
0
497671
10.00
A
2017-08-18
2022-08-18
Ordinary Shares
248836
497671
D
Right to receive Ordinary Shares
2015-10-20
4
P
0
497671
10
A
Ordinary Shares
49767
497671
D
Right to receive Ordinary Shares
2017-08-18
4
C
0
497671
0
D
Ordinary Shares
49767
0
D
Represents ordinary shares purchased in a private placement in connection with the Business Combination.
On 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.
Upon 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.
In 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.
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").
Zhengqi International Holding Ltd, By: /s/ Zhouhong Peng
2017-08-22