Harneys advises YOOV on reverse merger and NASDAQ listing
Harneys acted as British Virgin Islands legal counsel to YOOV, a Hong Kong AI business, on its proposed US$250 million reverse merger and listing on NASDAQ. Under this transaction, YOOV will be merged with NASDAQ-listed clinical stage biopharmaceutical company Aptorum Group (NASDAQ: APM) and the existing business of Aptorum Group will be spun off.
This transaction involves complex deal structuring and challenging capital markets regulations. It is considered a “reverse merger” as the shareholders of YOOV will control and own a majority stake of the combined company following the merger. Closing of this transaction is subject to, among other conditions, NASDAQ’s approval of the combined company’s initial listing application.
YOOV is a Hong Kong-based business artificial intelligence and automation platform that goes beyond traditional automation by applying advanced AI techniques to optimise various aspects of business operations. With its comprehensive suite of tools and technologies, YOOV empowers businesses to streamline their operations, improve efficiency, and drive digital transformation. YOOV seamlessly combines its robotic process automation platform with advanced AI capabilities, which offers a variety of possible solutions to cater to the emerging needs of companies across different sectors.
The Harneys team was led by Partner Alan Au with support from Senior Associate Nicholas Fong and Paralegal Matt Ip. Stephenson Harwood acted as Hong Kong counsel and Barnes & Thornburg acted as US counsel to YOOV. Alan commented: “We are honoured and thrilled to have advised our clients on this exciting transaction. Undoubtedly, this represents a significant milestone for the AI industry in Hong Kong. We anticipate seeing more US listings by way of reverse merger as an alternative to a traditional IPO or De-SPAC for Asia businesses, in the near future, primarily due to lower listing expenses, quicker access to financing, and not being as dependent on market conditions as there isn’t fundraising at the time of listing.”
The Corporate team at Harneys has a leading Equity Capital Markets (ECM) practice with substantial experience in all aspects of capital raising by offshore companies, including reverse mergers, IPOs and secondary offerings, rights issues, equity linked securities, including convertible and exchangeable bonds, SPACs, and business combinations, as well as private placements, take-privates, takeovers and spin-offs. The firm’s ECM expertise lies in advising entities listed or listing on all major stock exchanges, including the New York Stock Exchange, NASDAQ, the London Stock Exchange, AIM, the Hong Kong Stock Exchange, the Shanghai Stock Exchange, and the Luxembourg Stock Exchange.
