Overview of HKEX’s New SPAC Listing Regime

The HKEX’s new listing regime allowing SPACs to list on the Main Board of the Hong Kong Stock Exchange will take effect on 1 January 2022 under amendments to the HKEX Listing Rules, including new Chapter 18B on SPAC listings, published in the HKEX’s “Consultation Conclusions on Special Purpose Acquisition Companies” on 17 December 20211. The Consultation Conclusions broadly adopt the proposals set out in the HKEX’s September 2021 consultation paper2, with minor amendments. The proposed Listing Rule amendments and a draft of a proposed new Guidance Letter on Special Purpose Acquisition Companies (the SPAC Guidance Letter) are set out in Appendices IV and V, respectively, to the Consultation Conclusions.

Special purpose acquisition companies or SPACs are companies without business operations that raise funds through an IPO for the purpose of conducting a business combination3 with a target (a De-SPAC Target) within a pre-defined time period in order to list the De-SPAC Target. A De-SPAC Transaction is a business combination between a SPAC and a De-SPAC Target that results in the listing of a Successor Company. The HKEX has been keen to introduce a SPAC listing regime in Hong Kong to ensure its continued competitiveness and continued ability to attract the listings of Mainland and South East Asian companies that might otherwise opt to list elsewhere in De-SPAC Transactions. US-listed SPACs have seen a surge in popularity while Singapore and the UK have revised or implemented their own SPAC listing regimes4.