Goodwin advises Trinity Acquisition on Hong Kong SPAC listing application

Global firm Goodwin is serving as Hong Kong and U.S. counsel to Trinity Acquisition Holdings Limited, a newly-incorporated Cayman Islands-exempted company. Trinity Acquisition is one of the first special purpose acquisition companies (SPAC) that has submitted a listing application to the Hong Kong Stock Exchange under the new Hong Kong SPAC listing regime.

The SPAC was formed for the purpose of effecting a ‘De-SPAC transaction’ with one or more de-SPAC Targets.

“Hong Kong SPAC listing is a completely new regime to the Hong Kong market,” said Douglas Freeman, partner at Goodwin. “While investors are familiar with U.S. SPACs, the Hong Kong regime has imposed a notable number of new regulatory requirements that are not in the U.S. regime. Being responsive to such market development in Hong Kong, means that our team has to transpose such Hong Kong SPAC features into the SPAC structure already accepted by the market while complying with the general Hong Kong listing protocols, particularly in working with the regulators on our client’s proposed SPAC structure and the additional disclosure items.”

Together with Trinity Acquisition Holdings and all the professional parties, Goodwin was able to overcome these challenges to produce one of the very first listing applications filed with the Hong Kong Stock Exchange.

“We expect a stream of proposed SPAC listings to be initiated by Asia-based private equity fund professionals, family offices, companies and other experienced investors in the market,” added Bosco Yiu, partner at Goodwin. “Rather than being passive investors behind companies in a traditional listing, their investment insights and active roles in SPAC listings will provide further investment options to the market and stimulate public M&A activities in the De-SPAC stage. Hong Kong has always been a hub for investment professionals and capital market activities, both being essential elements for success of SPAC listings.”

Yiu believes that in addition to international investors, SPAC listings in Hong Kong will also attract investors from other parts of China.

The Goodwin team is led by Freeman and Yiu, and also includes Ingram Cheung, Samson Peng, Billy Chong, Koko Lam, Vivien Chiu, Jocelyn Arel, Daniel Karelitz, Todd Pollock and Andy Barton.