Freshfields, Morrison Foerster (MoFo) and Kirkland & Ellis have assisted on Hong Kong’s third de-SPAC listing, involving the merger of special purpose acquisition company (SPAC) HK Acquisition Corporation and e-commerce platform Synagistics.
Freshfields advised Synagistics, with partners Grace Huang and Arun Balasubramanian leading the team. MoFo’s Hong Kong-based partner, Vivian Yiu, advised the joint sponsors Haitong International Capital and CMB International Capital.
The transaction included nine private investments in public equity (PIPE) agreements, totalling HKD600 million. Kirkland & Ellis advised the lead investor, PCCW’s subsidiary Celestial Link, on its HKD280 million investment. Partner Joey Chau led the team with partner Brian Ho assisting.
Synagistics is a digital commerce solutions platform founded in Singapore in 2014, with operations in Malaysia, the Philippines, Vietnam, Thailand and Indonesia.
In 2022, the HKEX implemented the SPAC regime and five SPAC enterprises listed in the same year. Based on the Listing Rules, those five companies must commence their de-SPAC process by the end of this year.
A de-SPAC deal is a merger allowing a specialised shell company, called a SPAC, to put its money into a private operating company that will then trade in the public market. Once the merger is complete, the operating company becomes the surviving entity and the SPAC dissolves.
HK Acquisition Corporation is not alone in the de-SPAC space. Aquila Acquisition Corporation, the first SPAC listing in March 2022, signed an agreement in August 2023 to undertake a de-SPAC listing with leading iron and steel e-commerce platform ZG Group.
In December 2023, Vision Deal HK Acquisition Corp signed an agreement on a de-SPAC transaction involving Chinese mobile social platform Quwan Holding.
