Maples Group Advises on Aquila’s de-SPAC Transaction with ZG Group

Maples and Calder, the Maples Group’s law firm, is delighted to have advised Aquila Acquisition Corporation (“Aquila”), a Cayman Islands special purpose acquisition company (“SPAC”) listed on The Stock Exchange of Hong Kong Limited (the “HKEx”), and ZG Group (“ZG”) on the de-SPAC transaction involving a business combination between Aquila and ZG.

The transaction completed on 10 March 2025. Following the completion of the de-SPAC transaction, ZG commenced trading of its shares and warrants on the HKEx, and Aquila ceased to be a publicly traded company. This represents the second completed de-SPAC transaction in Hong Kong, and ZG is the first company to receive China Securities Regulatory Commission approval for listing on HKEx via a de-SPAC transaction. Notably the de-SPAC transaction involved a Cayman Islands statutory merger process, which is a first for HKEx.

ZG operates a digital platform for third-party steel transactions through connecting key participants in the steel transactions sector, offering a one-stop integrated suite of business-to-business services. It has a negotiated value of approximately HK$10 billion.

Two teams based in the Maples Group’s Hong Kong office acted as Cayman Islands counsel on this transaction. The first team, led by Matt Roberts, Partner and Head of the Asia Corporate practice, with assistance from Legal Manager, Charmaine Chow, acted for Aquila. The second team, comprising Corporate Partner, Derrick Kan, Of Counsel, Jessica Zhan and Associate, Sarena Gong, acted for ZG. The Group’s Fund Services business acted as the Cayman Islands Share Registrar of both Aquila and ZG, with a team comprising Eastern Fong, Regional Head of Fund Services – Asia and Senior Vice President, Christy Poon.

Maples Group acted on the first SPACs and, to date, all of the completed de-SPAC transactions in Hong Kong and Singapore, including:

• Aquila’s SPAC listing on HKEx which is awarded “Deal of the Year” by China Business Law Journal in 2022;
• Vertex Technology Acquisition Corp. (“Vertex”)’s Singapore inaugural SPAC listing;
• Vertex’s business combination with 17LIVE Inc which is awarded “M&A Deal of the Year” at Asian Legal Business SE Asia Law Awards 2024; and
• Hong Kong’s first de-SPAC transaction between Hong Kong Acquisition Corporation and Synagistics Pte. Ltd.

Commenting on the de-SPAC transaction, Matt Roberts said “The Maples Asia Corporate Team are delighted to have assisted Aquila and ZG Group on the successful completion of their milestone de-SPAC transaction being the second HK de-SPAC completed to date. This deal which involved a Cayman Islands merger is an innovative first for the Hong Kong public company market and we look forward to supporting further successful de-SPAC transactions following this approach”.

Freshfields acted as Hong Kong and US counsel to Aquila. Kirkland & Ellis acted as Hong Kong and US counsel to ZG and Shihui Partners acted as PRC counsel to ZG. A&O Shearman acted as Hong Kong and US counsel to the joint sponsors and JunHe LLP acted as PRC counsel to the joint sponsors. Paul Hastings acted as Hong Kong counsel to the promoters.