Hong Kong De-SPAC Mechanics Compared to NYSE/Nasdaq

Comparing de-SPAC mechanics across Hong Kong and US exchanges reveals three structural divergences. First, HKEX requires the de-SPAC target to meet the same eligibility requirements as a traditional IPO applicant — essentially ‘backdooring’ the full IPO vetting process into the de-SPAC transaction. By contrast, US exchanges allow the de-SPAC target to be vetted through the proxy statement process, which is less demanding than a full IPO registration. Second, HKEX mandates independent third-party PIPE investment as part of the de-SPAC, whereas US practice treats PIPE as customary but not mandatory. This requirement serves as a market validation check that reduces the risk of overvalued de-SPAC targets. Third, HKEX SPAC warrants are detachable and have exercise periods linked to de-SPAC completion, creating different dilution dynamics than the US model where warrants are typically exercisable 30 days post-de-SPAC. For issuers considering a SPAC route, the HK framework provides greater investor protection at the cost of a longer, more complex process.