UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January 5, 2017

 

 

PACE HOLDINGS CORP.

(Exact Name of Registrant as specified in its charter)

 

 

 

Cayman Islands   001-37551   98-1247187

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

301 Commerce Street, Suite 3300  
Fort Worth, TX   76102
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (212) 405-8458

Not Applicable

(Registrant’s name or former address, if change since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On January 5, 2017, Pace Holdings Corp., a Cayman Islands corporation (the “Company”), received a letter from the staff of the Listing Qualifications Department of The Nasdaq Stock Market (“NASDAQ”) notifying the Company that the Company no longer complies with NASDAQ Listing Rule 5620(a) for continued listing due to its failure to hold an annual meeting of stockholders within twelve months of the end of the Company’s fiscal year ended December 31, 2015. The Company has 45 calendar days from January 5, 2017 to submit a plan to regain compliance.

As previously disclosed, in light of the Company’s announcement of its proposed business combination with Playa Hotels & Resorts B.V. in December 2016, and the limited availability of shareholders at the end of the year, the Company determined to defer compliance with the annual meeting requirement until 2017 when management would be able to communicate more effectively with shareholders regarding the proposed business combination. The Company intends to submit a plan to NASDAQ promptly and to regain compliance with the listing rules within the time frame allotted by NASDAQ.

If NASDAQ accepts the Company’s plan, NASDAQ may grant an exception of up to 180 calendar days from the fiscal year end, or until June 29, 2017, to regain compliance.

Item 8.01 Other Events

The information contained in Item 3.01 of this Current Report on Form 8-K is incorporated by reference herein.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Pace Holdings Corp.
By:  

/s/ Karl Peterson

Name:   Karl Peterson
Title:   President and Chief Executive Officer

Date: January 6, 2017

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