Issuer must appoint a competent and independent valuer to value the business(es) or asset(s) to be acquired under the business combination where (A) a placement or subscription for the issuer’s equity securities by institutional and/or accredited investors, is not conducted in contemporaneous with the business combination or (B) the business(es) or asset(s) to be acquired under the business combination involves a mineral, oil and gas company, or property investment/development company. Issuer must appoint a FA, who is an issue manager, to advise on the business combination. Provisions in the Articles of Association and other constituent documents of the issuer (including comparability of shareholder protection and the liquidation rights with that of Singapore-incorporated companies, and whether the issuer will be subject to the Insolvency, Restructuring and Dissolution Act of Singapore (IRDA) for liquidation procedures or the incorporation of such equivalent provisions of the IRDA).Īt least 80% of the amount in the SPAC’s escrow account at the time of entry into the binding agreement for the business combination.īusiness combination must result in the resulting issuer having an identifiable core business of which it has a majority ownership and/or management control. SGX may consider a business combination involving an acquisition of a minority stake in a business(es) or asset(s), where the resulting issuer can demonstrate that it has management control of such business(es) or asset(s).Intended use of IPO proceeds not placed in the escrow account and the escrow arrangements governing the funds in the escrow account.Extent and manner of the founding shareholders and the management team’s securities participation in the issue, including equity interests acquired by the founding shareholders, management team and their associates at nominal or no consideration prior to or at the IPO.Nature and extent of the management team’s compensation.Business objective and strategy of the issuer.Profile including track record and repute of the founding shareholders and experience and expertise of the management team of the issuer.Maximum percentage dilution to shareholders arising from the conversion of warrants issued at IPO is capped at 50%Īll independent shareholders are entitled to redemption rights Warrants issued to shareholders will be detachable.

Sponsors must subscribe to at least 2.5% to 3.5% of the SPAC’s IPO shares depending on the SPAC’s market capitalisation, with aggregate shareholding not exceeding 20% of the SPAC’s issued share capital at IPOĭe-SPAC can proceed if more than 50% of the SPAC independent directors approve the transaction and more than 50% of the shareholders vote in support of the transaction

Moratorium on sponsors’ shares from IPO to de-SPAC, a 6-month moratorium after de-SPAC and for applicable resulting issuers, a further 6-month moratorium thereafter on 50% of shareholding Within 24 months of SPAC IPO, with extension of 12 months subject to prescribed conditions

D spac transaction