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Harneys advises Polibeli Group Ltd on its US$3.6 billion de-SPAC merger with Chenghe Acquisition II Co.

21 Aug 2025
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Harneys acted as Cayman Islands legal counsel to Polibeli Group Ltd in connection with the US$3.6 billion statutory merger between Chenghe Acquisition II Co. and Polibeli Merger One Limited, a subsidiary of Polibeli Group Ltd which is in turn a subsidiary of Xingyun International Company Limited. This strategic merger culminated in the listing of Polibeli Group Ltd.'s business on NASDAQ. The shares began trading on NASDAQ on 8 August 2025, under the ticker symbol “PLBL.”

This merger represents a pivotal moment in the global e-commerce landscape, underscoring the growing importance of digital platforms in streamlining supply chains and the strategic value of cross-border integration for global market players. For Xingyun Group, this milestone enhances its global presence, opens new frontiers for expansion, and strengthens its influence in the industry.

Founded in 2015, Xingyun Group has established itself as a global leader in B2B e-commerce services. With a presence spanning Shenzhen, Hangzhou, Shanghai, Hong Kong, and Singapore, and a workforce of over 3,000 employees worldwide, Xingyun has consistently driven innovation and operational excellence. The Group’s proprietary “Xingyun Global” supply chain system integrates logistics, business flow, capital flow, and information flow, creating a closed-loop operational framework that enables rapid business innovation and exceptional efficiency for small and mid-sized enterprises globally.

Our Corporate team working on this project comprised Partner Raymond Ng, Counsel Denise Chan and Legal Manager Jane Chan. Head of Litigation and Partner Paula Kay, Senior Associate Kyle Lo and Associate Lucille Neighbour from our Dispute Resolution team provided ad hoc legal advice.

Raymond commented: “We are delighted to have supported Xingyun International Company Limited in this landmark transaction. The NASDAQ listing of Polibeli Group Ltd. is a testament to Xingyun’s leadership in the e-commerce sector and its commitment to driving global innovation. At Harneys, we are proud to provide the expertise and strategic guidance needed to help our clients achieve their growth ambitions and navigate complex markets with confidence.”

The transactional 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, the Luxembourg Stock Exchange, and the Singapore Exchange.