Pacific Special Acquisition Corp. (NASDAQ: PAACU, PAAC, PAACR and PAACW) has signed a definitive merger agreement with Borqs International Holding Corp, in which Borqs will become the operating entity of the combined company, the company said.
Borqs, which is headquartered in Beijing, China with R&D centers in Bangalore, India and Beijing, was founded in 2007 by communication technologies industry veterans from Canada, China, India and the United States. Following the closing and pursuant to the merger agreement, the Borqs founders and key executives are expected to remain as key executives of the combined company and continue to drive business growth.
Borqs, through its subsidiaries and variable interest entities, is principally engaged in the provision of commercial grade Android connected device software and hardware products and mobile virtual network operator (“MVNO”) services in China.
Under the terms of the merger agreement, Borqs will merge with and into a newly formed subsidiary of Pacific, with Borqs continuing as the surviving company. Shareholders of Borqs will receive ordinary shares of Pacific, holders of Borqs warrants will receive replacement warrants of Pacific and Borqs outstanding options will be assumed by Pacific (with the number of shares and exercise price of Borqs warrants and options being adjusted based on the merger consideration payable to Borqs shareholders).
EarlyBird Capital, Inc. is acting as financial advisor to Pacific. Ellenoff Grossman & Schole LLP, King & Wood Mallesons and Ogier are acting as legal advisors to Pacific, and Fenwick & West LLP, Maples and Calder and Han Kun Law Offices are acting as legal advisors to Borqs.
Borqs provides smart connected devices and IoT solutions. It developed the world first 4G connected wearable with Qualcomm and launched the world´s first FDD/TDD combined carrier aggregation 4.75G Android phone for Reliance Jio in India.
Pacific is a blank check company, also commonly referred to as a Special Purpose Acquisition Company, or SPAC, formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities.