Maples Advises on Hong Kong’s First Successful de-SPAC Transaction, Completing Asia SPAC Grand Slam

Maples and Calder, the Maples Group’s law firm, successfully advised Hong Kong Acquisition Corporation (“HK Acquisition”), a Cayman Islands special purpose acquisition company (“SPAC”) listed on the Hong Kong Stock Exchange (“HKSE”), on its business combination with Synagistics Pte. Ltd. (“Synagistics”), a digital commerce service provider in Southeast Asia. The transaction completed on 30 October 2024 and the combined entity is valued at HK$3.5 billion. Upon closing, the business combination became Synagistics Limited, a subsidiary of Synagistics, and commenced trading of its shares and warrants on the HKSE.

A team of lawyers from the firm’s Hong Kong Corporate practice acted as Cayman Islands counsel to HK Acquisition and was led by Matt Roberts, Partner and head of the Asia Corporate practice, with assistance from Of Counsel Vivian Lee, Associate Janelle Ho and Legal Manager Charmaine Chow. The Group’s Fund Services business acted as the Cayman Islands Share Registrar, with a team comprising Eastern Fong, Regional Head of Fund Services – Asia and Senior Vice President, Christy Poon.

“It has been an absolute pleasure for our team to assist HK Acquisition and Synagistics on this landmark Hong Kong capital markets transaction. This milestone deal follows our pivotal role as Cayman Islands counsel for the issuers in the first SPAC IPO listings in both Hong Kong and Singapore and acting as Cayman Islands counsel on the first Singapore de-SPAC, completing a grand slam quartet of Asia SPAC IPO and de-SPAC mandates,”

“Our team’s expertise has been instrumental in supporting the development of Asia’s rapidly evolving capital markets and this achievement reflects not only our unparalleled market knowledge but also our unwavering commitment to providing top-tier legal services to our clients in the APAC region.” commented Matt.

Sidley Austin acted as Hong Kong legal counsel to HK Acquisition, and Freshfields Bruckhaus Deringer, Rajah & Tann Singapore acted as Hong Kong and Singapore counsel, respectively to Synagistics. Jingtian & Gongcheng acted as Hong Kong legal counsel to the joint sponsors, Haitong International Capital Limited and CMB International Capital Limited.

Market-Leading SPAC and Capital Markets Practice

The Maples Group’s Asia Corporate team has established a market-leading SPAC practice acting for Cayman Islands and BVI issuers on NASDAQ, NYSE, HKSE and SGX and, in particular, has made significant strides in the Asia SPAC market by acting on several landmark transactions. Notably, the team advised on Hong Kong’s first SPAC initial public offering (IPO), which was awarded “Deal of the Year” by China Business Law Journal in 2022. Additionally, the firm acted on Singapore’s inaugural SPAC IPO for Vertex Technology Acquisition Corp. (“Vertex”), followed by the first de-SPAC transaction in Singapore, involving Vertex; this transaction won “M&A Deal of the Year” at Asian Legal Business SE Asia Law Awards 2024. The team also advised on the first Hong Kong Specialist Technology Company IPO of QuantumPharm under Chapter 18C in June 2024. All of which represented important milestones in the Asian financial markets and the global SPAC market.