UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Pacific Special Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

British Virgin Islands   N/A
(State of incorporation 
or organization) 		  (I.R.S. employer
identification no.)

 

855 Pudong South Road

The World Plaza, 27th Floor

Pudong, Shanghai

China 200120

(Address of principal executive offices)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

to be so registered

 

Name of each exchange on which

each class is to be registered

Units, each consisting of one Ordinary Share, one Right, and one Warrant   The NASDAQ Stock Market LLC
     
Ordinary Shares, no par value per share   The NASDAQ Stock Market LLC
     
Rights, exchangeable into one-tenth of one Ordinary Share   The NASDAQ Stock Market LLC
     
Warrants  to purchase Ordinary Shares   The NASDAQ Stock Market LLC

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. ☒

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. ☐

 

Securities Act registration statement file number to which this form relates:  333-206435

 

Securities to be registered pursuant to Section 12(g) of the Act:  None

 

 

   

 
     

 

Item 1.          Description of Registrant’s Securities to be Registered.

 

The securities to be registered hereby are the units, ordinary shares, rights convertible into one tenth of one ordinary share, and warrants to purchase ordinary shares of Pacific Special Acquisition Corp. (the “ Company ”). The description of the units, ordinary shares, rights and warrants contained in the section entitled “Description of Securities” in the prospectus included in the Company’s Registration Statement on Form S-1 (File No. 333-206435) filed with the Securities and Exchange Commission on August 17, 2015, as amended from time to time (the “ Registration Statement ”), to which this Form 8-A relates is incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that is subsequently filed is also incorporated by reference herein.

 

Item 2.          Exhibits.

 

The following exhibits have been filed as exhibits to the Registration Statement, as amended, and are incorporated herein by reference:

 

Exhibit No.   Description
 3.1    Memorandum and Articles of Association (Incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-206435), filed with the Securities and Exchange Commission on August 17, 2015). 
     
 3.2    Form of Amended and Restated Memorandum and Articles of Association (Incorporated by reference to Exhibit 3.2 to Amendment No. 3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-206435), filed with the Securities and Exchange Commission on October 13, 2015). 
     
 4.1    Specimen Unit Certificate (Incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-206435), filed with the Securities and Exchange Commission on September 18, 2015). 
     
 4.2    Specimen Ordinary Shares Certificate (Incorporated by reference to Exhibit 4.2 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-206435), filed with the Securities and Exchange Commission on September 18, 2015). 
     
 4.3    Specimen Right Certificate (Incorporated by reference to Exhibit 4.3 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-206435), filed with the Securities and Exchange Commission on September 18, 2015). 
     
4.4    Specimen Warrant Certificate (Incorporated by reference to Exhibit 4.4 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-206435), filed with the Securities and Exchange Commission on September 18, 2015). 
     
4.5   Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant (Incorporated by reference to Exhibit 4.5 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-206435), filed with the Securities and Exchange Commission on September 18, 2015) 
     

4.6

 

  Form of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant (Incorporated by reference to Exhibit 10.11 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-206435), filed with the Securities and Exchange Commission on September 18, 2015) 
     

4.7

 

  Form of Unit Option Purchase Agreement between the Registrant and EarlyBirdCapital, Inc. (Incorporated by reference to Exhibit 4.6 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-206435), filed with the Securities and Exchange Commission on September 18, 2015)
     
10.2    Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant (Incorporated by reference to Exhibit 10.2 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-206435), filed with the Securities and Exchange Commission on September 18, 2015).
     

 

10.3

  Form of Escrow Agreement between the Registrant, Continental Stock Transfer & Trust Company and the Initial Stockholders (Incorporated by reference to Exhibit 10.4 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-206435), filed with the Securities and Exchange Commission on September 18, 2015). 
     
10.4    Form of Registration Rights Agreement between the Registrant and securityholders (Incorporated by reference to Exhibit 10.9 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-206435), filed with the Securities and Exchange Commission on September 18, 2015).

 

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SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

  Very truly yours,
   
  PACIFIC SPECIAL ACQUISITION CORP.
     
  By: /s/ Zhouhong Peng
    Zhouhong Peng
    Chief Executive Officer

 

Dated: October 13, 2015

  

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