概要

SPAC, known as "special purpose acquisition company", is a zero-business shell company formed to raise capital in an initial offering with the purpose of acquiring (de-SPAC transaction) one or more operating companies (de-SPAC targets) within a timeframe, thereby becoming a listed company with businesses (successor company). Recently, SPAC listing regime has become a hot topic of Hong Kong, US and other capital markets. Based on some research, capital raised by SPACs in the world might reach up to one third of global IPO proceeds.

The Hong Kong government has been very supportive of introducing SPAC listing regime into Hong Kong. In March 2021, the Financial Leaders Forum has requested the SFC and HKEX to explore SPAC listing regime to further enhance Hong Kong's competitiveness as an international financial centre. In September 2021, HKEX published a consultation paper seeking market feedback on proposals to create a SPAC listing regime in Hong Kong. HKEX received a strong support on SPAC based on the market feedback. In December 2021, HKEX announced new rules to create a SPAC listing regime, which took effect on 1 January 2022.

Following the introduction of the listing regimes for pre-revenue biotech companies, innovative companies with weighted voting right and overseas issuers in 2018, the new SPAC listing regime represents the latest major initiative of Hong Kong government, SFC and HKEX to boost and enhance Hong Kong's competitiveness as an international financial centre.

宗旨

By the end of this webinar, participants will know the following in relation to SPAC:

- Its characteristics
- The new listing regime and requirements
- Targeted transaction
- Liquidation and delisting

內容

This seminar will go through the new Hong Kong SPAC listing regime which contents include:

1. SPAC Listing Requirements
- SPAC promoters
- SPAC investors
- Trading arrangements
- SPAC share issue price
- SPAC fund raising size
- Open market requirements for SPAC

2. SPAC Securities
- SPAC shares
- SPAC warrants
- Promoter shares
- Promoter warrants
- Promoter earn-out rights

3. De-SPAC Transaction
- Eligibility of de-SPAC target
- Size of de-SPAC target
- Independent third party investment
- Shareholder vote on de-SPAC transaction
- Share redemption
- Open market requirements for successor company
- Investors of successor company
- Lock-up periods

4. Liquidation and Delisting
- Deadlines for de-SPAC transaction
- Return of funds raised at SPAC listing
- Liquidation and delisting

對象

- SPAC Promoters, sponsors, underwriters and investment banks
- Trustee and custodian
- Financial advisers, auditors and reporting accountants
- Listing applicants
- Asset management and fund managers
- Investors