TECHSTARACQ-Z (07855) announced that the successor company has applied to the Hong Kong Stock Exchange (HKEX) for approval to list and trade its shares and listed warrants on the main board. The shares include those held by existing target company shareholders, issued to PIPE investors, allocated to non-redeeming TechStar Class A shareholders, issued to sponsors, issued under permitted equity financing, and those resulting from the exercise of options and vesting of restricted share units under the 2016 Share Incentive Plan, as well as shares issued upon the exercise of successor company warrants.
On November 11, 2025, the HKEX granted its in-principle approval. Upon completion of the transaction, the successor company's shares and listed warrants will be traded on the HKEX main board. Assuming approval at the extraordinary general meeting and fulfillment or waiver (if applicable) of all conditions, the following is expected:
(1) The last trading day for TechStar Class A shares (stock abbreviation: "TECHSTARACQ-Z") with a board lot size of 110,000 shares and TechStar listed warrants (warrant abbreviation: "TECHSTARACQ Z25") with a board lot size of 55,000 warrants on the HKEX main board will be December 2, 2025.
(2) The successor company's shares (including those held by existing target company shareholders, issued to PIPE investors, allocated to non-redeeming TechStar Class A shareholders, issued to sponsors, and issued under permitted equity financing) and listed warrants will commence trading on the HKEX main board at 9:00 a.m. on December 10, 2025. The board lot size for the successor company's shares will be 500 shares (stock code: 2665, English abbreviation: "SEYOND," Chinese abbreviation: "Tudatong"), while the board lot size for the listed warrants will be 11,000 warrants (warrant code: 2673, English abbreviation: "SEYOND W30," Chinese abbreviation: "Tudatong W30").
From November 12, 2025, to 9:00 a.m. on December 1, 2025, TechStar Class A shareholders may elect to redeem all or part of their shares at the redemption price. As of the latest practicable date, the estimated redemption price is HK$11.25 per TechStar Class A share. The final redemption price will be announced by TechStar as soon as it is determined, with payments to redeeming shareholders to be completed by December 17, 2025. Share redemption is conditional upon the completion of the SPAC merger transaction. If the merger is not approved or fails to complete for any reason, no TechStar Class A shares will be redeemed, and all redemption requests will be canceled.
Following the effective time: (i) Relevant TechStar Class A shareholders (excluding holders of TechStar Class A shares issued for Class B conversion, redeeming shareholders, and dissenting shareholders, if applicable) will receive 1.1 newly issued successor company shares for each TechStar Class A share held immediately before the effective time. (ii) Holders of TechStar Class A shares issued for Class B conversion will receive one newly issued successor company share for each TechStar Class A share held immediately before the effective time. No fractional shares will be issued, and allocations will be rounded down to the nearest whole number.
Additionally, TechStar and the target company have entered into PIPE investment agreements with three investors. Under these agreements, the PIPE investors have conditionally agreed to subscribe, and the successor company has conditionally agreed to issue PIPE investment shares at HK$10.00 per share. From the business combination agreement date until the effective time, TechStar and the target company may: (1) Enter into one or more permitted equity subscription agreements with professional investors, substantially consistent with the PIPE investment agreements, and/or (2) Sign a placement agreement with the global coordinator and other capital market intermediaries (collectively, "placement agents") to make best efforts (not on an underwritten basis) to place successor company shares at HK$10.00 per share, with a maximum total subscription amount of HK$1 billion, constituting the permitted equity financing.