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6.06.25
Wilson Sonsini Advises Plus on Business Combination with Churchill IX
On June 5, 2025, Plus Automation (Plus), a physical AI company commercializing AI-based virtual driver software for autonomous trucks, and Churchill Capital Corp IX (Churchill IX), a special purpose acquisition company, announced that they have entered into a definitive agreement to effect a business combination. Wilson Sonsini Goodrich & Rosati advised Plus on the transaction.
Client Highlights
10.16.23
Wilson Sonsini Advises Plutonian Acquisition Corp. on Merger with Big Tree Cloud
On October 9, 2023, Big Tree Cloud International Group Limited (Big Tree Cloud), a company devoted to the development, production, and sales of personal care products and other consumer goods in China, and Plutonian Acquisition Corp. (Plutonian), a Nasdaq-listed special purpose acquisition company, announced that they have entered into a definitive agreement for a business combination between Big Tree Cloud and Plutonian. Upon the completion of the business combination, the combined company will become a publicly traded company on the Nasdaq Stock Market. The business combination reflects an initial equity value of approximately US$500 million for Big Tree Cloud.
Alerts
10.12.23
SPARCs: An Attractive Alternative to Traditional SPACs?
On September 29, 2023, the U.S. Securities and Exchange Commission (SEC) declared effective a registration statement for Pershing Square SPARC Holdings, Ltd., which is contemplating a unique variation on the traditional special purpose acquisition company (SPAC) structure. This variation, called a SPARC—or special purpose acquisition rights company—was spearheaded by billionaire investor Bill Ackman through his investment fund, Pershing Square Capital Management, L.P., and was designed to address several pain points for SPACs, which have lost popularity after frenzied activities in 2020 and 2021.
Client Highlights
9.18.23
Firm Advises Cheche Group Inc. on De-SPAC Merger with Prime Impact Acquisition I and Listing on Nasdaq
On September 14, 2023, Cheche Technology Inc., China’s leading automotive insurance technology platform, completed its business combination (Business Combination) with Prime Impact Acquisition I, a publicly traded special purpose acquisition company formerly listed on the New York Stock Exchange. Starting September 18, 2023, the combined company, Cheche Group Inc. (Cheche), will become a publicly listed company and its shares and warrants will begin trading on the Nasdaq Capital Market under the symbols “CCG” and “CCGWW,” respectively. Wilson Sonsini Goodrich & Rosati is representing Cheche in the Business Combination and Nasdaq listing.
Client Highlights
8.23.23
Firm Advises Scage International on Business Combination with Finnovate
On August 21, 2023, Scage International Limited (Scage International), a zero-emission solution provider in China focused on new energy heavy-duty commercial vehicles and e-fuel solutions, and Finnovate Acquisition Corp. (Finnovate), a publicly traded special purpose acquisition company, announced that they have entered into a definitive agreement for a business combination between Scage International and Finnovate. Upon the completion of the business combination, the combined company, Scage Future, will become a publicly traded company on the Nasdaq Stock Market. The transaction represents a post-combination valuation of $1.0 billion for Scage International, subject to adjustment.
Client Highlights
3.16.23
Firm Advises YS Biopharma on De-SPAC Merger with Summit Healthcare Acquisition Corp. and Listing on Nasdaq
On March 16, 2023, YS Biopharma Co., Ltd. (YS Biopharma) completed the business combination with Summit Healthcare Acquisition Corp. (Summit Healthcare), a publicly traded special purpose acquisition company (the merger). From March 17, YS Biopharma will become a publicly listed company and its shares and warrants will begin trading on the Nasdaq Capital Market under the symbols “YS” and “YSBPW,” respectively.
Blog Posts
1.25.23
Delaware Court of Chancery Issues Two Opinions in the SPAC Context
In recent weeks, the Delaware Court of Chancery has issued two noteworthy opinions in the special purpose acquisition company (SPAC) context—one related to fiduciary duties and one related to the technical question of when a class or series of stock is entitled to its own separate vote on a charter amendment. These opinions provide valuable insight into how the courts may view common elements of de-SPAC transactions and also have broader implications for practice.
Client Highlights
1.09.23
Firm Advises Fenbi Ltd. on US$25.5 Million IPO
On January 9, 2023, Fenbi Ltd. (Fenbi) successfully listed on the Main Board of the Stock Exchange of Hong Kong, raising approximately HK$198.0 million (US$25.5 million) from its IPO, or approximately HK$227.7 million (US$29.3 million) if the underwriters fully exercise their over-allotment option, with a market capitalization of over HK$20.0 billion. Wilson Sonsini Goodrich & Rosati acted as issuer’s U.S. and Hong Kong counsel in the IPO and Hong Kong listing.
Client Highlights
12.27.22
Wilson Sonsini Advises TechStar Acquisition Corp. on Hong Kong SPAC Listing
On December 23, 2022, TechStar Acquisition Corporation (TechStar), a special purpose acquisition company (SPAC), successfully listed on the Main Board of the Stock Exchange of Hong Kong, raising approximately HK$1.0 billion (US$128.5 million) from the offering. This makes TechStar the fifth Hong Kong-listed SPAC under the city’s new SPAC regime since January 1, 2022. Wilson Sonsini Goodrich & Rosati acted as TechStar’s U.S. and Hong Kong counsel in the transaction.
Client Highlights
10.19.22
Wilson Sonsini Represents YS Biopharma in Merger with Summit Healthcare Acquisition Corp.
On September 29, 2022, YishengBio Co., Ltd (YS Biopharma), a commercialization-stage biopharmaceutical company focusing on innovative vaccines and therapeutic biologics, and Summit Healthcare Acquisition Corp. (Summit), a publicly traded special purpose acquisition company, announced that they have entered into a definitive agreement for a business combination of Summit and YS Biopharma. Upon the completion of the merger, the combined company will be renamed as YS Biopharma Co., Ltd. and become a publicly traded company on the Nasdaq. Wilson Sonsini Goodrich & Rosati is representing YS Biopharma in the transaction.
Client Highlights
9.19.22
Wilson Sonsini Represents Amprius Technologies in SPAC Transaction
On September 14, 2022, Amprius Technologies, Inc., a lithium-ion batteries manufacturer, announced the completion of its business combination with Kensington Capital Acquisition Corp IV, a special purpose acquisition company. The company has begun trading on the New York Stock Exchange under the ticker symbol “AMPX.” The transaction will provide Amprius with approximately $87 million of gross proceeds, which will be used to support the company through the construction of its gigawatt hour-scale manufacturing facility.
Alerts
4.07.22
SEC Proposes Rules to Alter Disclosure and Liability Regime for De-SPAC Transactions
On March 30, 2022, the U.S. Securities and Exchange Commission (SEC) proposed a series of rules and amendments that would align the disclosure and liability regimes for companies going public through a combination with a special purpose acquisition company (SPAC) to traditional initial public offerings (IPOs). While the release confirms the regulatory changes that we anticipated and partially answers some of the questions we raised in our client alert following the April 2021 statement by John Coates, then-Acting Director of the SEC’s Division of Corporation Finance, uncertainty regarding how these changes will manifest themselves in practice remain. What is clear is that the changes, if adopted, will further chill the market for SPAC IPOs and de-SPAC transactions, which has already seen significant cooling from its 2020 and 2021 highs.
There is a lot to unpack with the release, but below is a summary of the effect of some of the SEC’s proposed changes:
There is a lot to unpack with the release, but below is a summary of the effect of some of the SEC’s proposed changes: