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): ~~February~~March 61, 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)	(I.R.S. Employer Identification No.)
301 Commerce Street, Suite 3300 Fort Worth, TX		76102
(Address of principal executive offices)		(Zip Code)

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

(Former name or former address, if changed since last report)

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

☒	Written communication 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-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 15.0107 ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

~~Amendment~~An NoExtraordinary General Meeting of the shareholders of Pace Holdings Corp., a Cayman Islands exempted company (“Pace”) was held on March 1, to2017 (the ~~Transaction~~“Meeting”). ~~Agreement~~Present at the Meeting were holders of 53,101,981 shares of Pace’s ordinary shares in person or by proxy, representing 94.40% of the voting power of Pace’s ordinary shares as of February 8, 2017, the record date for the Meeting, and constituting a quorum for the transaction of business.

OnThe ~~February 6,~~shareholders ~~2017,~~of Pace ~~Holdings~~voted ~~Corp.,~~on athe ~~Cayman~~proposals ~~Islands~~listed ~~exempted~~below. ~~company~~Each ~~(the~~proposal ~~“Company”),~~is ~~Playa Hotels &~~described ~~Resorts~~in ~~B.V.,~~more adetail ~~Dutch~~in ~~private~~the ~~limited~~proxy ~~liability~~statement/prospectus ~~company (“Playa”),~~ of Porto Holdco B.V., a Dutch private limited liability company (besloten vennootschap met beperkte ~~aansprakelijkeid~~aansprakelijkheid) (“Holdco”), ~~and~~which ~~New Pace Holdings Corp., a Cayman Islands exempted company (“New Pace”), entered into Amendment No. 1 to Transaction Agreement (~~the ~~“Transaction~~Securities ~~Agreement Amendment”) to amend that certain Transaction Agreement, by~~ and ~~among~~Exchange ~~the~~Commission ~~Company, Playa, Holdco and New Pace, dated December 13, 2016~~ (the “~~Transaction Agreement~~SEC”). ~~The~~declared ~~Transaction~~effective ~~Agreement~~on ~~Amendment modifies the Transaction Agreement to, among other things: (i)~~February ~~provide that the closing of the transactions contemplated by the Transaction Agreement may not occur before March~~ 10, 2017 ~~unless the parties agree otherwise, and (ii) provide for the fact that certain employees of~~ ~~Playa, their family members~~ and ~~persons~~is ~~with~~incorporated ~~business~~by ~~relationships~~reference ~~with~~in ~~Playa~~this ~~will~~Current beReport ~~offered the opportunity to enter into subscription agreements with Holdco pursuant to which such persons will agree to subscribe for, and Holdco will agree to issue,~~ on ~~the~~Form ~~terms and subject to the conditions and limitations set forth therein, common shares of Holdco, par value EUR 0~~8-K.10 ~~per share, immediately following the consummation of the merger of the Company with and into Holdco.~~

A1. ~~copy~~To ofadopt the Transaction Agreement, ~~Amendment~~dated isDecember 13, ~~attached~~2016, among toPace, ~~this~~Playa ~~Current~~Hotels & ~~Report~~Resorts onB.V., ~~Form~~a ~~8-K~~Dutch ~~as Exhibit~~private 10limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“Playa”), Holdco, and New PACE Holdings Corp.1, a Cayman Islands exempted company (“New Pace”) (the “Transaction Agreement”) and isapprove ~~incorporated~~the ~~herein~~transactions bycontemplated ~~reference.~~thereby, ~~The~~including ~~disclosure~~the ~~set~~business ~~forth~~combination, inthe ~~this~~effect ~~Section 1.01~~of iswhich ~~intended~~replicates tothe beeconomics of a ~~summary~~merger ~~only~~of Pace and isPlaya, ~~qualified~~and results in ~~its~~Holdco ~~entirety~~becoming bythe ultimate ~~reference~~parent company to New Pace and Playa’s direct and indirect subsidiaries (the ~~Transaction~~“Business ~~Agreement~~Combination”) ~~Amendment~~(the “Business Combination Proposal”).

~~Amended~~2. To approve the merger of Pace with and ~~Restated~~into ~~Insider~~New ~~Letter~~Pace, ~~Agreement~~with New Pace being the surviving company in such merger (the “Pace Merger”) and authorize, approve and confirm the Merger Proposal between Holdco and Playa (the “Plan of Merger”) (the “Pace Merger Proposal”).

On3. ~~February 6,~~To ~~2017,~~consider ~~the Company, amended~~ and ~~restated~~vote ~~(the “Amendment”) the Insider Letter entered into in connection with the Company’s initial public offering (the “Insider Letter”)~~upon, ~~dated~~on asa ofnon-binding ~~September 10,~~advisory ~~2015~~basis, ~~by and among~~ the ~~Company,~~approval ~~TPACE Sponsor Corp. (the “Sponsor”) and each~~ of ~~the~~certain ~~directors~~governance ~~and~~provisions ~~officers~~contained ~~of the Company (each, an “Insider” and collectively, the “Insiders”). The Amendment modifies the Insider Letter to permit the Sponsor and each Insider to participate~~ in the ~~formation~~Holdco ~~of, or become an officer or~~Articles ~~director~~ of, ~~another~~Association ~~blank check company after the Company has entered into a definitive agreement regarding an initial business combination; provided~~ that ~~such~~are ~~other blank check company does~~ not ~~consummate~~required anby ~~initial~~Dutch ~~public~~law ~~offering~~and ~~prior~~materially toaffect ~~the closing~~shareholder ofrights: ~~such initial business combination.~~

A. ~~copy~~The election of ~~the~~director ~~Amendment~~candidates isand incumbent ~~attached~~directors toannually ~~this~~for ~~Current~~appointment ~~Report~~for ona ~~Form~~term ~~8-K~~ending asat ~~Exhibit~~the ~~10.2~~end ~~and~~of isthe ~~incorporated~~annual ~~herein~~General byMeeting ~~reference.~~to ~~The~~be ~~disclosure~~held ~~set forth~~ in ~~this~~the ~~Section 1.01~~year isfollowing ~~intended~~their toappointment be(the a“Holdco ~~summary~~Articles ~~only~~of ~~and~~Association– isTerm ~~qualified~~of inHoldco ~~its~~Board ~~entirety~~of byDirectors Proposal”); ~~reference to the Amendment.~~

~~Additional~~B. ~~Information~~The ~~and~~requirement ~~Where~~that a notice of a general meeting of shareholders must include items for which a written request has been given (no later than 60 days prior to ~~Find~~the Itgeneral meeting) by one or more shareholders representing (individually or collectively) 3% or more of Holdco’s issued share capital (the “Holdco Articles of Association– Ability to Bring Matters for Discussion Before a General Meeting of Holdco Proposal”);

~~The~~C. ~~Company~~A ~~has~~provision ~~caused~~that ~~Holdco~~certain toparties ~~file~~who compete with ~~the~~Holdco will ~~Securities~~be ~~and~~prohibited ~~Exchange~~from ~~Commission~~beneficially ~~(“SEC”)~~owning aordinary ~~registration~~shares ~~statement~~exceeding oncertain ~~Form~~percentage ~~S-4~~thresholds (of the ~~“Registration~~issued ~~Statement”)~~and outstanding ordinary shares of Holdco, ~~which~~as ~~includes~~reasonably acalculated ~~preliminary~~by ~~prospectus~~the ~~with~~board ~~respect~~of todirectors of Holdco’s ~~securities~~(the to“Holdco beArticles ~~issued~~of Association– inShareholding ~~connection~~Limits ~~with~~for ~~the~~ Certain Shareholders of Holdco Proposal”);

~~proposed~~D. ~~business~~The ~~combination~~requirement ~~between~~that, ~~the~~subject ~~Company~~to ~~and~~certain ~~Playa~~exceptions, (the ~~“Business~~holders ~~Combination”)~~of ~~and~~at aleast ~~preliminary~~one ~~proxy~~third ~~statement~~ of the ~~Company in connection with the Business~~ ~~Combination.~~issued ~~The~~and ~~Company~~outstanding ~~plans~~ordinary toshares ~~mail~~of ~~to its shareholders the definitive proxy statement/prospectus with respect to~~ Holdco’s ~~securities~~capital, topresent ~~be issued~~ in ~~connection~~person ~~with~~or ~~the~~represented ~~Business~~by ~~Combination. THE~~proxy, ~~COMPANY’S~~will ~~SHAREHOLDERS~~constitute ~~ARE~~a ~~URGED AND~~quorum ~~ADVISED~~at TOa ~~READ~~general ~~THE~~meeting ~~REGISTRATION~~of ~~STATEMENT~~shareholders ~~CAREFULLY WHEN IT BECOMES AVAILABLE. The Registration Statement and other relevant materials~~ (~~when they become available) and any other documents filed by~~ the ~~Company,~~ “Holdco orArticles ~~Playa with the SEC may be obtained free~~ of ~~charge~~Association– atQuorum ~~the~~Required ~~SEC’s website, at www.sec.gov. In addition, shareholders will be able~~ to ~~obtain~~Conduct Business ~~free~~before ~~copies of the Registration Statement by directing~~ a ~~request~~General ~~to:~~Meeting ~~Pace~~of ~~Holdings~~Holdco ~~Corp~~Proposal”)., ~~301 Commerce Street, Suite 3300, Fort Worth, Texas 76102, email: Pace@tpg.com.~~

~~Participants~~4. To approve the adjournment of the Meeting to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to the proxy statement/prospectus is provided to Pace shareholders or, if as of the time for which the Meeting is scheduled, there are insufficient Pace ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the ~~Solicitation~~Meeting, (ii) in order to solicit additional proxies from Pace shareholders in favor of the Business Combination Proposal and the Pace Merger Proposal, or (iii) if Pace shareholders redeem an amount of class A ordinary shares such that the minimum proceeds condition to each party’s obligation to consummate the Business Combination would not be satisfied (the “Adjournment Proposal”).

The ~~Company,~~voting ~~Playa,~~results ~~Holdco~~for ~~and~~each ~~their respective directors and executive officers may be deemed to be participants in the solicitation~~ of ~~proxies~~ ~~from~~these ~~the~~proposals Company’s shareholders in connection with the proposed Business Combination. Information about the Company’s directors and executive officers is set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, which was filed with the SEC on January 26, 2016. These documents are available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to: Pace Holdings Corp., 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102, email: Pace@tpg.com. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to the Company’s stockholders in connection with the proposed Business Combination will be set forth ~~in the Registration Statement for the proposed business combination when available~~below. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed Business Combination will be included in the Registration Statement that the Company and Playa intend to cause Holdco to file with the SEC.

~~Forward~~1. ~~Looking~~Approval ~~Statements~~of the Business Combination Proposal


For	Against	Abstain
52,586,239	506,627	9,115

Based on the votes set forth above, the shareholders adopted the Transaction Agreement and approved the transactions contemplated thereby, including the Business Combination.

2.	Approval of the Pace Merger Proposal


For	Against	Abstain
52,586,033	506,627	9,321

Based on the votes set forth above, the shareholders approved the Pace Merger and authorized, approved and confirmed the Plan of Merger.

3A.	Approval of Holdco Articles of Association– Term of Holdco Board of Directors Proposal


For	Against	Abstain
52,489,671	0	612,310

3B.	Approval of Holdco Articles of Association– Ability to Bring Matters for Discussion before a General Meeting of Holdco Proposal


For	Against	Abstain
42,242,779	10,246,892	612,310

~~the~~3C. ~~transactions~~Approval contemplated by the proposed Business Combination; (4) costs related to the proposed Business Combination; (5) changes in applicable laws or regulations; (6) the possibility that Playa or the Company may be adversely affected by other economic, business, and/or competitive factors; and (7) other risks and uncertainties indicated from time to time in the final prospectus of ~~the~~Holdco ~~Company,~~Articles including those under “Risk Factors” therein, and other documents filed or to be filed with the Securities and Exchange Commission by the Company. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of ~~the~~ ~~date~~Association– ~~made.~~Shareholding ~~The~~Limits ~~Company~~for ~~and~~Certain ~~Playa~~Shareholders ~~undertake no commitment to update or revise the forward-looking statements, whether as a result~~ of ~~new~~Holdco ~~information, future events or otherwise.~~ Proposal


For	Against	Abstain
52,455,786	33,125	613,070

3D.	Approval of Holdco Articles of Association– Quorum Required to Conduct Business before a General Meeting of Holdco


For	Against	Abstain
41,945,581	10,544,090	612,310

Based on the votes set forth above, the shareholders, on a non-binding advisory basis, approved certain governance provisions contained in the Holdco Articles of Association.

4.	Approval of the Adjournment Proposal


For	Against	Abstain
50,168,190	676,481	2,257,310

With respect to the Adjournment Proposal, although the Adjournment Proposal would have received sufficient votes to be approved, no motion to adjourn was made because the adjournment of the Meeting was determined not to be necessary or appropriate.

Item 8.01

Other Events.

On March 1, 2017, Pace and Playa issued a joint press release announcing that the shareholders of Pace have approved the Business Combination. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Additional Information and Where to Find It

Pace has caused Holdco to file with the SEC a registration statement on Form S-4 (the “Registration Statement”), which the SEC declared effective on February 10, 2017, including a prospectus with respect to Holdco’s securities to be issued in connection with the Business

Combination between Pace and Playa and a proxy statement of Pace in connection with the Business Combination. Pace has mailed to its shareholders the definitive proxy statement/prospectus with respect to Holdco’s securities to be issued in connection with the Business Combination. PACE’S SHAREHOLDERS ARE URGED AND ADVISED TO READ THE REGISTRATION STATEMENT CAREFULLY. The Registration Statement and other relevant materials and any other documents filed by Pace, Holdco or Playa with the SEC may be obtained free of charge at the SEC’s website, at www.sec.gov. In addition, shareholders may obtain free copies of the Registration Statement by directing a request to: Pace Holdings Corp., 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102, email: Pace@tpg.com.

Forward Looking Statements

This Current Report includes “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward looking statements include projected financial information. Such forward looking statements with respect to revenues, earnings, performance, strategies, prospects and other aspects of the businesses of Pace, Playa or the combined company after completion of any proposed Business Combination are based on current expectations that are subject to risks and uncertainties. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward looking statements. These factors include, but are not limited to: (1) the inability to complete the transactions contemplated by the proposed Business Combination; (2) the inability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, and the ability of the combined business to grow and manage growth profitably; (3) the ability to meet NASDAQ’s listing standards following the consummation of the transactions contemplated by the proposed Business Combination; (4) costs related to the proposed Business Combination; (5) changes in applicable laws or regulations; (6) the possibility that Playa or Pace may be adversely affected by other economic, business, and/or competitive factors; and (7) other risks and uncertainties indicated from time to time in the final prospectus of Pace, including those under “Risk Factors” therein, and other documents filed or to be filed with the Securities and Exchange Commission by Pace. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Pace and Playa undertake no commitment to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

Disclaimer

This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and applicable regulations in the Netherlands and Cayman Islands.

Item 9.01

Exhibits

(d)

Exhibits

Exhibit Number		Exhibit
ExhibitNumber		Exhibit
10.1		Amendment No. 1 to Transaction Agreement, dated February 6, 2017, among the Company, Playa, Holdco and New Pace.
99.1		Joint Press Release issued by Pace and Playa on March 1, 2017.
10.2		Amended and Restated Insider Letter Agreement, dated February 6, 2017, among the Company, its officers and directors and TPACE Sponsor Corp.

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.
Date: February 7, 2017	By:	/s/ Karl Peterson
Date: March 1, 2017	By:	/s/ Karl Peterson
	Name:	Karl Peterson
	Title:	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number		Exhibit
ExhibitNumber		Exhibit
10.1		Amendment No. 1 to Transaction Agreement, dated February 6, 2017, among the Company, Playa, Holdco and New Pace.
99.1		Joint Press Release issued by Pace and Playa on March 1, 2017.
10.2		Amended and Restated Insider Letter Agreement, dated February 6, 2017, among the Company, its officers and directors and TPACE Sponsor Corp.

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