Your firm is acting as New York and Hong Kong counsel to Kuaile Koffee (the “Issuer”), a Shenzhen-based artisanal coffee chain, for its Hong Kong IPO. For the past several months, you have been the lead associate responsible for conducting due diligence and drafting the prospectus. The Issuer expects to submit the first draft of its application proof to the Hong Kong Stock Exchange (the “Exchange”) by Friday this week. During a drafting session earlier today, Mr. Kang, CFO of the Issuer, mentioned casually that certain operating expenses in the last two fiscal years may have been underreported. Mr. Kang said that his team would spend a week or so checking the numbers again, although he was confident that no line items in the financial statements had been impacted. Notwithstanding this discovery, Mr. Kang was adamant about sticking to the original timetable and filing the application proof by Friday. Prepare a memo advising the Issuer how it should proceed with the IPO in light of these circumstances. Part B Lillian Law, the senior capital markets partner to whom you report, asks you to draft an internal memo to prepare her for a business lunch with the new CEO of the Exchange. Law is well aware that the Financial Secretary has recently directed the Securities and Futures Commission and the Exchange to study the feasibility of allowing in Hong Kong the listing of SPACs—exchange-listed shell corporations formed strictly to acquire an existing private company and take it public without conducting a traditional IPO. Ms. Law expects the topic of SPACs to come up during lunch, and would like to speak authoritatively on the topic. Prepare an inter​‌‍‍‍‌‍‍‌‍‌‌‍‍‍‌‍‌‌‌‍​nal memo to: ? critically identify the arguments for and against allowing SPACs to list on the Exchange; and ? assuming the Exchange will ultimately permit SPAC listings and giving careful consideration to the specific characteristics of Hong Kong’s securities markets and its legal framework at large, propose two investor protection safeguards to be incorporated in the new regulatory framework governing SPACS, and discuss the implications of adopting these proposals. Requirements: 1. YOUR SUBMISSION shall total no less than 3,000 words, and no more than 3,100 words, excluding footnotes or bibliographical citations. 2. Use Oscola Citation, any quotations, citations or references to original or published material MUST be properly footnoted, that is, complete and consistent in academic style. 3. Please type using double spacing, 3 cm margins, a normal serif font such as Times New Roman and 11 point type. Dos Demonstrate critical and original thinking ? Read the questions carefully ? Remember assignment’s objectives ? Organize thoughts and structure arguments ? Consider alternative perspectives and anticipate counter-arguments ?