UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549
FORM 12b-25 |
NOTIFICATION OF LATE FILING |
SEC FILE NUMBER: 001-37593 CUSIP NUMBER: G68588105 |
(Check one): | ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR |
For Period Ended: March 31, 2017 | |
☐ Transition Report on Form 10-K
☐ Transition Report on Form 20-F
☐ Transition Report on Form 11-K
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☐ Transition Report on Form 10-Q
☐ Transition Report on Form N-SAR
For the Transition Period Ended: _______________________________ |
Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Pacific Special Acquisition Corp.
Full Name of Registrant
Former Name if Applicable
855 Pudong South Road
The World Plaza, 27th Floor
Address of Principal Executive Office (Street and Number)
Pudong, Shanghai, China 200120
City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
(a) | The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | |
☒ | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and |
(c) | The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III - NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report portion thereof, could not be filed within the prescribed time period.
The Company was unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (“Form 10-Q”) because the Company was focused on filing its preliminary proxy statement with the Securities and Exchange Commission for its proposed business combination with Borqs International Holding Corp. (“Borqs”).
PART IV - OTHER INFORMATION
(1) | Name and telephone number of person to contact in regard to this notification |
Zhouhong Peng | (86) | 21-6137-6584 | |||
(Name) | (Area Code) | (Telephone Number) |
(2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). |
Yes ☒ No ☐
(3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |
Yes ☒ No ☐
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. |
For the three and nine months ended March 31, 2017, we had a net loss of $1,077,936 and $1,482,438, respectively, mainly consisting of operating costs, target identification expenses and expenses related to the merger with Borqs of $1,135,407 and $1,610,764, respectively, offset by interest income on marketable securities held in our trust account of $52,376 and $112,716, respectively, and an unrealized gain on marketable securities held in our trust account of $5,095 and $15,610, respectively.
For the three and nine months ended March 31, 2016, we had a net loss of $112,228 and $177,435, respectively, mainly consisting of operating expenses, offset by interest income on marketable securities held in our trust account of $45,123 and an unrealized gain on marketable securities held in our trust account of $20,438.
The financial results presented above for the three months ended March 31, 2017 reflect preliminary estimates of the Company’s results of operations and anticipated changes for the corresponding prior period as of the date of this Form 12b-25. These estimates are subject to change upon the completion of the reporting process and review of the Company’s financial statements, and actual results may vary significantly from these estimates.
Cautionary Note on Forward-Looking Statements
This notification contains or may contain, among other things, certain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve significant risks and uncertainties. Such statements may include, without limitation, statements with respect to the Company’s plans, objectives, projections, expectations and intentions and other statements identified by words such as “projects”, “may”, “could”, “would”, “should”, “believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans” or similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties, including those detailed in the Company’s filings with the Securities and Exchange Commission. Actual results may differ significantly from those set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s control). The Company does not intend to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.
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PACIFIC SPECIAL ACQUISITION CORP.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 15, 2017 | By: | /s/ Zhouhong Peng |
Name: Zhouhong Peng | ||
Title: Chief Executive Officer |
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