Globetrotting Spac bosses shun China amid mounting tensions

The Chinese authorities have started making it harder for companies to seek a foreign listing by requiring cyber-security reviews.
The Chinese authorities have started making it harder for companies to seek a foreign listing by requiring cyber-security reviews.PHOTO: AFP

NEW YORK (BLOOMBERG) - The globetrotting dealmakers starting blank-cheque companies are increasingly telling investors there's one place they won't go: China.

At least four special purpose acquisition companies (Spacs) have revised their initial public offering filings in recent months to remove China from their areas of interest. The changes come as the US securities regulator demands volumes of disclosures on the risks of doing business in China, while the Beijing authorities are scaring the market with their widening crackdown on corporate excesses.

When Asia-focused Pacifico Acquisition Corp first unveiled its listing plans in July, it said its search would focus on Chinese new energy, biotech and education companies. "China" appeared 45 times in that initial filing as Pacifico touted the hot prospects for those industries in Asia's biggest economy.

Just two weeks later, it amended its prospectus to say it would look everywhere in the region except for China. It eventually raised US$57.5 million (S$78 million) and started trading last month.

Former UBS Group banker Patrick Ngan's Nova Vision Acquisition Corp and Kairous Acquisition Corp, started by Malaysia venture capital investor Joseph Lee, also updated their plans to explicitly say they will avoid China on their hunt for an Asian deal.

The Spac boom encouraged many dealmakers with China connections to start their own blank-cheque firms, hopeful that the country would prove a good place to find hot start-ups seeking a shortcut to the public markets. Things changed over the summer, when the US Securities and Exchange Commission (SEC) began demanding that issuers include increasingly strident warnings about how Chinese deals could go wrong.

Across the ocean, the Chinese authorities have also started making it harder for companies to seek a foreign listing by requiring cyber-security reviews. While certain firms have found ways to comply, some Spac bosses are now deciding it's not worth the trouble and are shifting their focus to other countries.

Singapore businessman James Tan is going even further with his latest Spac, which is seeking US$50 million for an Asian acquisition. 8i Acquisition 2 Corp updated its offering documents last month to say that it's expressly forbidden under its articles of association from merging with a company that's based in China or does most of its business there.

"Having a Chinese target makes things more complicated at this moment," said Mr Yoann Delwarde, who leads an Asia-focused tech Spac that filed listing plans in July. "It's not impossible, but legal counsel needs to work harder to get things done."

Mr Delwarde, who's aiming to raise US$50 million for Embrace Change Acquisition Corp, said he will have to keep an open mind and build a pipeline of potential acquisitions across Asia. The Shanghai-based executive said he will likely spend more time than expected looking at targets outside of China.

Another Spac team planning a New York listing decided to shift its investment focus from China to India in the hopes it would get SEC approval for the offering more quickly, a person with knowledge of the matter said. Bankers say many of the Asia Spacs already trading are also going further afield in their acquisition hunts.

Serial dealmaker Suying Liu, who helped take Playboy public last year, is staying away from the country with his latest blank-cheque company. He filed plans last week to raise US$50 million for Mountain Crest Acquisition Corp V, which will focus on North America and the Asia-Pacific, excluding China.

Spac dealmakers are narrowing their focus at a time when the market is increasingly under pressure. Fund raising has fallen sharply in recent months and the IPOX Spac Index, which tracks the trading performance of blank-cheque companies, is down about 30 per cent from a February peak. The new entrants will also face a lot of competition as there are roughly 470 Spacs listed in New York that are hunting for a target and hundreds more in the pipeline to list.