Sidley represented HK Acquisition Corporation (HKEX: 7841), a special purpose acquisition company (SPAC) listed on the Main Board of The Stock Exchange of Hong Kong Limited (HKEX), in its de-SPAC transaction involving a business combination with Synagistics Pte. Ltd. (Synagistics) and its subsidiaries, a data-driven digital commerce solutions platform in Southeast Asia. The deal also involved a private placement to independent third party investors and permitted equity financing from professional investors. Completion of the de-SPAC transaction resulted in the new listing of the successor company, named Synagistics Limited, which commenced trading on the HKEX under stock code 2562.
This marks the first successful completion of a de-SPAC transaction and listing of the resulting successor company in Hong Kong since the introduction of the SPAC regime under Chapter 18B of the Hong Kong Listing Rules in January 2022.
This is another precedent-setting transaction, shortly after Sidley advised on the first Specialist Technology Company initial public offering (IPO) of QuantumPharm under Chapter 18C in June 2024. QuantumPharm was also the first artificial intelligence (AI) – powered drug and new material discovery company listed in Hong Kong.
“From representing us on our SPAC listing to the current de-SPAC transaction, Sidley has continuously and consistently been highly professional and efficient, while displaying sound commercial sense when offering solutions,” said Dr. Norman Chan, promoter and executive director of HK Acquisition Corporation and former chief executive of the Hong Kong Monetary Authority.
Added Katherine Tsang, promoter and executive director of HK Acquisition Corporation and previously the first Asian and first woman chair of Standard Chartered Bank Greater China: “We very much appreciate Sidley’s ability in acting as a helpful conduit between us and the Hong Kong regulators under this groundbreaking new listing regime. There is no doubt as to why this dedicated team is so well regarded in the market.”
Sidley also advised HK Acquisition Corporation (HKEX: 7841) in its Hong Kong Listing in August 2022, the third successful SPAC listing on the HKEX since the introduction of the Hong Kong SPAC regime. The deal has been shortlisted in “Most Innovative Lawyers in Deal Making and in Facilitating Global Business” categories by FT Innovative Lawyers APAC Awards 2023.
The Sidley team is led by Constance Choy, a member of Sidley’s Management Committee and Executive Committee, the managing partner for the Asia Pacific region, and head of China Corporate and Finance group, and partners Claudia Yu, Dr. Meng Ding and Christopher Cheng. Other team members include senior managing associates Kevin Chan and Selina Wong, managing associate Gilbert Han, legal manager Zoe Yang, senior legal assistants Iris Lao and Jiangyuan Song, legal assistant Andy Tam, and trainee solicitor Victoria Tsang.
Sidley has played a pivotal role since the HKEX rolled out listing regime reform in 2018, having led “first listings” under major newly introduced listing rules, setting numerous milestones for the development of Hong Kong’s capital markets:
- the first de-SPAC and listing under Chapter 18B: Synagistics Limited (HKEX: 2562)
- the first Specialist Technology Company IPO under Chapter 18C: QuantumPharm (XtalPi) (HKEX: 2228)
- the first biotech IPO under Chapter 18A: Ascletis Pharma Inc. (HKEX: 1672)
Additionally, Sidley advised on a number of other pioneering transactions, including the first integrated-circuit design company listed in Hong Kong in the last decade: BaTeLab Co., Ltd. (HKEX: 2149); the second secondary listing for overseas issuers under Chapter 19C: Yum China Holdings, Inc. (HKEX: 9987; NYSE: YUMC); and the first batch of voluntary conversions to dual primary listings since new guidance from the HKEX was introduced in January 2022: Yum China and Baozun Inc. (HKEX: 9991; NASDAQ: BZUN).
