Robinson Cole LLP
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Er (Arila) Zhou represents special purpose acquisition corporations, emerging growth companies, funds and investment banks, with an emphasis on private and public transactions in relation to a broad range of corporate, private equity, capital markets, securities law, mergers and acquisitions, and regulatory compliance matters. Arila is a member of our firm’s Business Transactions group and co-leads our Capital Markets + Securities team.

SPAC

Arila has represented sponsors, SPAC companies, underwriters and target companies in SPAC related transactions for more than seven years, including initial public offerings and business combinations. She currently represents a handful of SPACs in their initial public offerings and SPACs or targets in business combinations with various type of transaction structures.

Asia Practice

Arila has more than 14 years’ experience in listings and offering of domestic and foreign private issuers on the National Securities Exchanges and the over-the-counter markets. Before she commenced her legal practice in the U.S., Arila was an analyst and editor at Peking Economic Law Research Center when she pursued her master law degree at Peking University in China, at which time she participated in drafting a legislative proposal for Company Law of the People’s Republic of China 2005. Arila also worked in the New York office of a premier international law firm.

Capital Markets + Securities

Arila’s practice is focused on representing clients ranging from emerging to established companies on a breadth of matters relating to cross-border transactions and various securities transactions, including SPACs, Regulation D and Regulation S offerings, initial public offerings and secondary offerings; listing on U.S. stock exchanges and maintenance of public companies, including the preparation and filing of periodic reports, registration statements and other filings; regulatory compliance requirements and SEC investigations; reorganization and privation; and M&A transactions. 

Arila's experience includes matters in which she served as signing and managing partner, arising after she joined our firm in 2022. 

  • Peking University School of Law (Masters)
    • Master of Law
  • Vanderbilt Law School (Masters)
    • LL.M.
  • Nanjing University, School of Law (Bachelors)
    • B.A., Law

  • State of New York

  • Mandarin

Selected as a Rising Star to the New York Metro Super Lawyers list for 2018 and 2019

Robinson+Cole Mentor of the Year Award Recipient, 2023

New York State Bar Association

American Bar Association
Member, Law Practice Division Group and Business Law Group

Chinese Biography


周尔律师代理特殊目的收购公司(SPAC)、新兴成长型公司、基金、投资银行协助处理包括各类公开或者私下的交易行为,涉及的范围包括但不限于公司,私募基金,资本市场,证券法,兼并收购、监管合规等业务。周律师是本所的商业交易业务部的成员,也是我们资本市场和证券交易团队的主管合伙人。 

SPAC业务 

周律师代表特殊目的收购公司(SPAC)或者发起人、承销商、以及目标公司协助与 SPAC 有关的交易。她在协助SPAC首次公开发行和企业合并法律事项方面拥有超过七年的工作经验。周律师近期的代表性交易包括协助十多家 SPAC 公司处理首次公开发行的有关事宜,和处理数个涉及各类复杂交易结构的SPAC并购交易。 

亚洲业务 

周律师在代表境外和境内公司处理在美上市和发行方面有超过十五年的经验。周律师在美国从事律师工作之前,曾在北京大学攻读法学硕士学位,并同时担任北京经济法研究中心的分析师和编辑,并参与 2005 年中华人民共和国公司法的相关立法提案。加入本所前,周律师还曾在一家一流的国际律师事务所的纽约办事处工作,处理资本市场和证券方面的事宜。 

资本证券市场业务 

在资本市场和证券交易业务方面,周律师的工作重点包括代理从新兴公司到成熟公司的各类客户代理与跨境交易和各种证券交易相关的各种法律事务。周律师的相关的交易经验包括处理SPAC交易、准备美国《证券法》D 条例和 S 条例上市发行、首次公开发行和增发、递交证券交易所入市申请、准备和提交定期报告和信息披露、处理监管合规和联邦证券法调查、协助重组、剥夺和并购交易等。 

自2022年加入本所起,周律师已作为主办合伙人和项目负责合伙人代表客户完成近20项各类资本市场交易,交易总额超过24亿美元。


教育背景

+ 北京大学法学院 法学硕士  

+ 美国范德堡大学法学院 法学硕士  

+ 南京大学法学院 法学学士 

执业资格

+纽约州律师执照

语言

+普通话

+英语

荣誉和奖项

+ 《超级律师》杂志2018-2019年纽约地区“超级律师”

+ 2023年本所年度最佳合伙人导师奖

专业协会

+纽约州律师协会

+美国律师协会

          - 职业发展分会

           - 公司法分会

Experience


Represented Special Purpose Acquisition Corp in IPO

Represented Columbus Acquisition Corp (Columbus), a special purpose acquisition corporation incorporated in the Cayman Islands, in its recent initial public offering. On January 24, 2025, Columbus completed its $60 million IPO of 6,000,000 units at $10 per unit. The units began trading on the Nasdaq Global Market under the ticker symbol “COLAU” on January 23, 2025. 

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Represented Special Purpose Acquisition Corp in IPO

Represented Shepherd Ave Capital Acquisition Corp. in IPO

Represented Shepherd Ave Capital Acquisition Corporation (SPHA), a special-purpose acquisition corporation incorporated in the Cayman Islands, in its initial public offering (IPO). On December 6, 2024, SPHA completed its $86.25 million IPO of 8,625,000 units at $10 per unit. SPAC Advisory Partners LLC, a division of Kingswood Capital Partners, LLC, acted as the sole book-running manager for the offering. The units began trading on the Nasdaq Global Market under the ticker symbol “SPHA” on December 5, 2024.

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Represented Shepherd Ave Capital Acquisition Corp. in IPO

Represented Horizon Space Acquisition II Corp in IPO

Represented Horizon Space Acquisition II Corp. (HSPT), a special-purpose acquisition corporation incorporated in the Cayman Islands, in its initial public offering (IPO). On November 18, 2024, HSPT completed its $60 million IPO of 6,000,000 units at $10 per unit. Maxim Group LLC acted as the sole book-running manager for the offering. The units began trading on the Nasdaq Global Market under the ticker symbol “HSPTU” on November 15, 2024.

The Team proudly assisted HSPT in consummating its IPO under the complex regulatory landscape of new SPAC disclosure rules. This matter represents an important step for our client, who benefitted from the strong experience and deep bench of our SPAC practice. 

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Represented Horizon Space Acquisition II Corp in IPO


Publications


Nasdaq Proposes Raising the Continued Listing Market Value Requirement to $5 Million teaser
February 27, 2026

Nasdaq Proposes Raising the Continued Listing Market Value Requirement to $5 Million

New Insider Reporting Requirements for Foreign Private Issuers Under the Holding Foreign Insiders Accountable Act teaser
February 27, 2026

New Insider Reporting Requirements for Foreign Private Issuers Under the Holding Foreign Insiders Accountable Act

Nasdaq Implements Accelerated Delisting for Securities Trading Below $0.10 for Ten Consecutive Trading Days teaser
February 27, 2026

Nasdaq Implements Accelerated Delisting for Securities Trading Below $0.10 for Ten Consecutive Trading Days

Nasdaq Proposes Raising the Continued Listing Market Value Requirement to $5 Million teaser
February 27, 2026

Nasdaq Proposes Raising the Continued Listing Market Value Requirement to $5 Million

New Insider Reporting Requirements for Foreign Private Issuers Under the Holding Foreign Insiders Accountable Act teaser
February 27, 2026

New Insider Reporting Requirements for Foreign Private Issuers Under the Holding Foreign Insiders Accountable Act

Nasdaq Implements Accelerated Delisting for Securities Trading Below $0.10 for Ten Consecutive Trading Days teaser
February 27, 2026

Nasdaq Implements Accelerated Delisting for Securities Trading Below $0.10 for Ten Consecutive Trading Days

May 15, 2023

Delaware Courts Rejecting SPAC Defenses

New York Law Journal

As litigation involving special purpose acquisition companies (SPACs) continues to gain momentum in Delaware, the authors analyze the recent decision in Delman v. Gig Acquisitions3 that could foretell a limiting of available defenses in future cases. In short, the Delaware Court of Chancery rejected each of the defendants’ arguments, which included derivative claims, holder claims, contract claims, ratification/’Corwin’ cleansing, and exculpation. To avoid future litigation claims, the authors suggest that SPACS should consider giving conservative forecasts of company performance in the proxy materials, and using lead negotiators who are disinterested and who do not stand to realize significant gains from the transaction, among their preventative measures. View the article.

December 14, 2022

Buzzfeed Case Highlights New Trends in SPAC Litigation

The Review of Securities & Commodities Regulation

The article examines the recent Delaware Chancery Court’s decision in the Buzzfeed litigation about the company’s SPAC transaction. The lawsuit highlights a number of emerging trends likely to impact SPAC transactions in the coming years including the difficulty of handling employee-shareholder disputes, the importance of clear arbitration agreements, and courts’ inclination to honor the traditional separation of liabilities between subsidiary and parent corporations. View the article.

Legal Update: SEC Enforcement Action Demonstrates Importance of Robust Conflicts-of-Interest Practices in SPAC Transactions teaser
September 28, 2022

Legal Update: SEC Enforcement Action Demonstrates Importance of Robust Conflicts-of-Interest Practices in SPAC Transactions

August 2022

Litigation & Enforcement Fallout of the SPAC Boom

Bloomberg Law

The article explains that special purpose acquisition companies (SPACs), once the darlings of the financial world, have faced mounting opposition. Class-action litigation has arisen around the country, with a focus on disclosure obligations, fiduciary duties, and scienter. At the same time, the Securities and Exchange Commission (SEC) rolled out proposed rules to regulate SPACs. The authors discuss trends in those cases, including the standard to evaluate SPAC business decisions, the success of the “forward-looking-statement” defense, and courts’ treatment of scienter. They also discuss how SPACs remain a critical tool for private companies that want to go public through a business combination. View the article.



May 15, 2023

Delaware Courts Rejecting SPAC Defenses

New York Law Journal

As litigation involving special purpose acquisition companies (SPACs) continues to gain momentum in Delaware, the authors analyze the recent decision in Delman v. Gig Acquisitions3 that could foretell a limiting of available defenses in future cases. In short, the Delaware Court of Chancery rejected each of the defendants’ arguments, which included derivative claims, holder claims, contract claims, ratification/’Corwin’ cleansing, and exculpation. To avoid future litigation claims, the authors suggest that SPACS should consider giving conservative forecasts of company performance in the proxy materials, and using lead negotiators who are disinterested and who do not stand to realize significant gains from the transaction, among their preventative measures. View the article.

December 14, 2022

Buzzfeed Case Highlights New Trends in SPAC Litigation

The Review of Securities & Commodities Regulation

The article examines the recent Delaware Chancery Court’s decision in the Buzzfeed litigation about the company’s SPAC transaction. The lawsuit highlights a number of emerging trends likely to impact SPAC transactions in the coming years including the difficulty of handling employee-shareholder disputes, the importance of clear arbitration agreements, and courts’ inclination to honor the traditional separation of liabilities between subsidiary and parent corporations. View the article.

Legal Update: SEC Enforcement Action Demonstrates Importance of Robust Conflicts-of-Interest Practices in SPAC Transactions teaser
September 28, 2022

Legal Update: SEC Enforcement Action Demonstrates Importance of Robust Conflicts-of-Interest Practices in SPAC Transactions

August 2022

Litigation & Enforcement Fallout of the SPAC Boom

Bloomberg Law

The article explains that special purpose acquisition companies (SPACs), once the darlings of the financial world, have faced mounting opposition. Class-action litigation has arisen around the country, with a focus on disclosure obligations, fiduciary duties, and scienter. At the same time, the Securities and Exchange Commission (SEC) rolled out proposed rules to regulate SPACs. The authors discuss trends in those cases, including the standard to evaluate SPAC business decisions, the success of the “forward-looking-statement” defense, and courts’ treatment of scienter. They also discuss how SPACs remain a critical tool for private companies that want to go public through a business combination. View the article.

News


March 30, 2026

Robinson+Cole Serves as U.S. Counsel to D. Boral Capital, the Sole Book-Running Manager in FMAC IPO

Robinson+Cole’s Capital Markets + Securities group represented D. Boral Capital LLC, the sole book-running manager in the initial public offering of Future Money Acquisition Corporation (FMAC), a special purpose acquisition company incorporated in the Cayman Islands. D. Boral Capital is a relationship-driven global investment bank headquartered in New York City, dedicated to delivering strategic advisory and tailored financial solutions to middle-market and emerging growth companies. On March 30, 2026, FMAC completed its $112 million IPO of 11,200,000 units at $10 per unit. The units began trading on the Nasdaq Global Market under the ticker symbol “FMACU” on March 27, 2026. The team advising on the offering was led by Capital Markets + Securities group partner Arila Zhou and included members Ze’-ev Eiger and Shuqi Mao. Read the press release, here.

Globe Newswire
March 2, 2026

Capital Markets + Securities Group Represents A.G.P./Alliance Global Partners as Sole Book-Running Manager in APEX Tech Acquisition Inc.'s Initial Public Offering of $111.97 Million 

Globe Newswire
February 13, 2026

Capital Markets + Securities Group Represents Maxim Group as Sole Book-Running Manager in XFLH Capital Corporation IPO

GlobeNewswire
March 30, 2026

Robinson+Cole Serves as U.S. Counsel to D. Boral Capital, the Sole Book-Running Manager in FMAC IPO

Robinson+Cole’s Capital Markets + Securities group represented D. Boral Capital LLC, the sole book-running manager in the initial public offering of Future Money Acquisition Corporation (FMAC), a special purpose acquisition company incorporated in the Cayman Islands. D. Boral Capital is a relationship-driven global investment bank headquartered in New York City, dedicated to delivering strategic advisory and tailored financial solutions to middle-market and emerging growth companies. On March 30, 2026, FMAC completed its $112 million IPO of 11,200,000 units at $10 per unit. The units began trading on the Nasdaq Global Market under the ticker symbol “FMACU” on March 27, 2026. The team advising on the offering was led by Capital Markets + Securities group partner Arila Zhou and included members Ze’-ev Eiger and Shuqi Mao. Read the press release, here.

Globe Newswire
March 2, 2026

Capital Markets + Securities Group Represents A.G.P./Alliance Global Partners as Sole Book-Running Manager in APEX Tech Acquisition Inc.'s Initial Public Offering of $111.97 Million 

Globe Newswire
February 13, 2026

Capital Markets + Securities Group Represents Maxim Group as Sole Book-Running Manager in XFLH Capital Corporation IPO

GlobeNewswire
December 11, 2025

Capital Markets + Securities Group Represents JM Group Limited in IPO

October 24, 2025

Capital Markets + Securities Group Represents Harvard Ave Acquisition Corporation in IPO

Globe Newswire
October 22, 2025

Capital Markets + Securities Group Represents D. Boral Capital LLC as Sole Book-Running Manager in BGIN Blockchain Limited IPO

Globe Newswire
Capital Markets + Securities Group Represents D. Boral Capital LLC as Sole Book-Running Manager in BGIN Blockchain Limited IPO teaser
October 21, 2025

Capital Markets + Securities Group Represents Craft Capital and Revere Securities in Acco Group Holdings Limited IPO

Globe Newswire
August 11, 2025

Capital Markets + Securities Group Represents A.G.P./Alliance Global Partners as Sole Book-Running Manager in Starry Sea Acquisition Corp IPO

PR Newswire
July 21, 2025

Capital Markets + Securities Group Represents FT Global Capital in Direct Offering Deal


December 11, 2025

Capital Markets + Securities Group Represents JM Group Limited in IPO

October 24, 2025

Capital Markets + Securities Group Represents Harvard Ave Acquisition Corporation in IPO

Globe Newswire
October 22, 2025

Capital Markets + Securities Group Represents D. Boral Capital LLC as Sole Book-Running Manager in BGIN Blockchain Limited IPO

Globe Newswire
Capital Markets + Securities Group Represents D. Boral Capital LLC as Sole Book-Running Manager in BGIN Blockchain Limited IPO teaser
October 21, 2025

Capital Markets + Securities Group Represents Craft Capital and Revere Securities in Acco Group Holdings Limited IPO

Globe Newswire
August 11, 2025

Capital Markets + Securities Group Represents A.G.P./Alliance Global Partners as Sole Book-Running Manager in Starry Sea Acquisition Corp IPO

PR Newswire
July 21, 2025

Capital Markets + Securities Group Represents FT Global Capital in Direct Offering Deal