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Freshfields advises on Hong Kong’s first de-SPAC transaction

Global law firm Freshfields Bruckhaus Deringer (‘Freshfields’) has advised Aquila Acquisition Corporation (‘Aquila’), Hong Kong’s first-ever SPAC (on the initial offering of which Freshfields also advised) on its de-SPAC transaction involving a business combination with ZG Group. This transaction is Hong Kong’s first-ever de-SPAC transaction. 

ZG Group operates the world’s largest digital platform for third-party steel transactions, as measured by online steel transaction volume in 2022, and it was the first in China to offer a one-stop integrated suite of B2B services covering the entire value chain of steel transactions. ZG Group has a negotiated value of approximately HK$10 billion.

On completion of the de-SPAC transaction, ZG Group will be the successor company listed on the Hong Kong Stock Exchange, while Aquila’s listing on the Hong Kong Stock Exchange will be withdrawn. In connection with the de-SPAC transaction, 10 investors have committed to subscribe for shares in ZG Group at closing for an aggregate subscription price of HK$605 million.

The Freshfields team was led by partners Grace Huang and Arun Balasubramanian, with support from partner Sarah Su, counsel Cindy Kwong, senior associate Frank Jin and associates Candice Ma and Kristy Wong.