Two Cheques Made the Quarter. The Contracts Will Make the Next One.

When 81% of a market’s disclosed capital arrives in two transactions, the headline
stops describing the market. For founders and investors, the more useful questions
sit in the documents behind the deals.

Hong Kong’s third quarter of 2026 produced $555.80 million in disclosed financing,
according to a MorningStar dataset of 50 records dated 1 July to 27 September. Of that,
$300 million was Qupital’s Series C, led by M Capital Investment with Mitsubishi UFJ
Financial Group and Quester Capital taking part. Another $150 million was Even Realities’
Series B at a $660 million pre-money valuation. Together they account for 81%. Behind
them came Hitem3D’s near-$50 million Series A+, City Protocol’s $11 million Pre-A and
Finloop’s Series A+ of over $10 million. The median disclosed venture round was $5.10
million, a steadier benchmark than any total.

Software was the busiest industry group, with 21 of the 50 records, though it took only 16.3%
of disclosed capital. The legal questions this activity raises are not new, but the quarter’s
deals bring several into focus. What follows are points worth considering, not advice, and
any company or investor weighing them should take counsel suited to its own
circumstances.

When the strategic investor sits at the table

Seven investors with stock exchange tickers took part in six deals. They included HSBC
Holdings alongside HSBC Ventures in Finloop, Tencent and Meituan in Even Realities, and
37 Interactive Entertainment in KIRI Innovation. The largest syndicates ran to eight investors
in KIRI, seven in Hitem3D and City Protocol, and six in Infini.

Corporate and listed investors can bring commercial relationships and their own disclosure
sensitivities. That may make several areas worth examining in a multi-party round:

● how information rights are drawn, and whether they are limited by what a listed
investor may receive or pass on;
● how conflicts are managed if an investor also trades with, or competes against, the
company;
● how investor protections are allocated across a syndicate whose members want
different things.

David Cameron, Managing Partner of David Cameron Law Office, who regularly advises
founders and investors on corporate transactions and fundraising, commented:
“Strategic investors can bring enormous value beyond their capital, but their interests may
not always align with those of the founders or other shareholders. We see this regularly in
our practice. Getting the governance arrangements, information rights and exit provisions
right from the outset can save considerable time and expense further down the line.”

The Even Realities round, which implies an $810 million post-money valuation and roughly
18.5% for the new investors, shows the stakes. A stake of that size usually carries
governance expectations that both sides may want to settle early.

Fintech and the licensing line item

Many Software deals appear to relate to financial technology, although the dataset has no
sub-sector field. Four Software companies carry “Financial Software” in their names. Infini
said it would spend part of its $6 million seed round on “licensing and compliance
capabilities”, Finloop is investing in Web2 and Web3 technology, and Xverse is building
Bitcoin-based financial infrastructure. Three further companies joined FinTech Sandbox or
FinTechSpace.

A successful fundraising is not simply about securing capital at the
highest possible valuation. It is about putting in place a structure that allows the business to
grow, protects the interests of the parties and provides a workable foundation for future
investment.

For businesses like these, regulatory cost is arguably part of the investment case. Hong
Kong’s regimes under the Securities and Futures Ordinance (Cap. 571), the Anti-Money
Laundering and Counter-Terrorist Financing Ordinance (Cap. 615) and the Stablecoins
Ordinance may be relevant depending on what a company actually does. Points worth
considering include:

● whether licensing milestones should feature in conditions precedent or in the budget
agreed at closing;
● how warranties should describe the company’s regulatory status;
● what happens to the round’s economics if a licence is delayed or refused.

Dollars, renminbi and the fine print

Ten deals were originally stated in currencies other than the US dollar: four in renminbi, four
in Hong Kong dollars, one in sterling and one in Korean won. The dataset records every
amount in US dollars, so the figures in this article are comparable. In the underlying
documents, though, the denomination of a round may matter more than the headline
suggests.

Worth considering is which currency the subscription agreement uses, and which rate and
date convert it for settlement and for the share price. Where a company’s costs sit in one
currency and its investors’ capital in another, the parties may also want to consider how
currency movements between signing and completion are shared. Cross-border participants,
such as Shenzhen High-Tech Investment in KIRI, add related questions about where funds
are routed and which law governs the documents.

Where the money goes, and who was promised what

The dataset’s most striking line concerns Ellipal. Its $1.04 million round lists no investor, and
the record says the money was reportedly “used for payments to executives”. That
description comes from the dataset and has not been independently verified. As an
illustration, though, it shows why parties may wish to think about:

● covenants on how proceeds are spent;
● approval requirements, at board or investor level, for payments to insiders;
● the duties directors owe under the Companies Ordinance (Cap. 622), including care,
skill and diligence.

A second case involves sequencing. Infimaker raised $4 million on Kickstarter, then closed a
round with IDG Capital 17 days later. A company in that position owes obligations to its
backers while granting rights to institutional investors. Investors may want to understand
what was promised to backers, what remains undelivered and whether those commitments
could compete with their own entitlements. Founders, for their part, may want to consider
disclosing the position clearly during diligence.

What the quarter did not say

For all its detail, the dataset leaves much unsaid. Only 12 of the 30 venture rounds (40%)
reported a size. Seven of 10 later-stage rounds, seven of 13 early-stage rounds and four of
seven seed rounds stayed silent, so reported capital understates actual investment.
Disclosure also tracked syndicate size: of 13 single-investor rounds, 12 did not disclose an
amount, against five of 14 rounds with several investors.

Terms were thinner still. Only two valuations are disclosed, and SmartX, with its SAFE
notes, is the only record to name the instrument used. The dataset’s own projections put the
full-quarter total between $571.76 million and $995.80 million, but these are statistical
estimates, not reported figures. Until private-round disclosure improves, market totals will
say little about a typical deal. The $5.10 million median is the more reliable guide, and
pricing decisions are better anchored in deal-level diligence than in headline numbers.

Cameron concluded: “A successful fundraising is not simply about securing capital at the
highest possible valuation. It is about putting in place a structure that allows the business to
grow, protects the interests of the parties and provides a workable foundation for future
investment. That is where well-drafted documentation really earns its value.”

References

● Morningstar
● Companies Ordinance (Cap. 622), Hong Kong, including provisions on directors’ duty
of care, skill and diligence.
● Securities and Futures Ordinance (Cap. 571), Hong Kong.

● Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615), Hong
Kong.
● Stablecoins Ordinance, Hong Kong.
● Securities and Futures Commission (SFC) and Hong Kong Monetary Authority
(HKMA) guidance on virtual assets and stablecoins; consult the regulators’ websites
for current texts.