SPAC offer documents must contain true, correct and adequate material information for informed investment decisions. Issuers must disclose their materiality policy where applicable and provide material information arising after filing and before listing. Lead managers must conduct due diligence on the materiality, veracity and adequacy of disclosures. Required matters include risk factors, capital structure, redemption and liquidation rights, issue details, sponsor information, business-combination parameters, financial statements, related-party transactions, material litigation, pending approvals, major group entities and other material information.

Offer timing for Special Purpose Acquisition Company listings requires the issuer to make the offer within twelve months from the Authority's issuance of observations. If the offer is not made within that period, a fresh draft offer document must be filed.

Initial public offers by Special Purpose Acquisition Companies (SPACs) must follow, with necessary modifications, the IPO requirements under Part A of Chapter III. These include appointing a lead manager, obtaining in-principle approval from recognised stock exchange(s), and filing the offer document.

Special purpose acquisition companies may undertake an initial public offering of specified securities only where no target business combination has been identified, compliant redemption and liquidation arrangements exist, and the sponsor's relevant track record is disclosed. Sponsor includes persons sponsoring the SPAC's formation and persons holding specified securities before the offering. Listing is unavailable if the issuer or any sponsor is debarred from the capital market, is a wilful defaulter, or is a fugitive economic offender.

Qualified institutions placements may be permitted for a public Indian company whose equity shares are listed on a stock exchange in India. Permission to undertake the placement depends on compliance with the manner specified by the International Financial Services Centres Authority from time to time. This eligibility confines placements to listed public Indian companies and subjects their process to prescribed requirements.

Specified securities already listed outside IFSC may be listed on recognised stock exchange(s) in IFSC through a public offer. The issuer is subject, with necessary modifications, to the initial public offer framework governing offer-document disclosures, pricing, subscription, underwriting, allotment, listing, post-issue reporting, green shoe price stabilisation, lockup, and lead-manager responsibilities. A public Indian company with dual listing in IFSC and India must comply with additional regulatory requirements.

Secondary listing without a public offer is available where an issuer's specified securities are already listed outside the IFSC. The issuer may list those securities on one or more recognised stock exchanges in the IFSC by filing a listing application in the prescribed manner, complying with applicable exchange listing requirements, and satisfying any further conditions specified by the Authority.

Listing of specified securities without a public offer is permitted where an issuer lists them on a recognised stock exchange in the manner specified by the Authority. This alternative listing route dispenses with a public offer while requiring compliance with the prescribed manner for such listing.

Follow-on public offer issue processes apply, with necessary modifications, the initial public offer requirements concerning offer timing and pricing, offer period, minimum subscription, anchor investors, underwriting, monitoring agency arrangements, allotment, listing, post-issue reporting, lead manager responsibilities, and prohibition of incentive payments.

Follow-on public offer documentation must contain material disclosures that are true, correct and adequate for informed investment decisions. Where applicable, the issuer must disclose its materiality policy and all material information arising after filing and before listing. Lead managers must exercise due diligence regarding the materiality, veracity and adequacy of disclosures. The issuer remains responsible for the correctness, adequacy and disclosure of all relevant information.

Issuers unable to satisfy fast-track conditions for a follow-on public offer may use the non-fast-track process. They must file a draft offer document in the same manner applicable to initial public offers under Part A of the Chapter.

Fast-track follow-on public offers require at least eighteen months' listing, compliance with applicable requirements, no pending show-cause notices against the issuer or specified connected persons, no adverse, disclaimer, or qualified auditor opinion, and no material irregularity disclosure. Issuers must file the offer document and applicable fee through lead managers, who must submit a due diligence certificate. Simultaneous stock-exchange filing and website hosting are required.

In-principle approval for listing specified securities in a follow-on public offer requires the issuer to apply to a recognised stock exchange. Where applications are made to multiple recognised stock exchanges, the issuer must designate one exchange. The recognised stock exchange must grant or reject the application within fifteen days of receipt of a complete application.

Regulation 34 requires an issuer undertaking a follow-on public offer to appoint one or more lead managers for the issue. The issuer must also appoint other issue-related intermediaries in consultation with the appointed lead manager or managers. This requirement makes lead-manager consultation a mandatory element of the intermediary appointment process.

Offer-for-sale eligibility requires existing holders to have held specified securities for at least one year before filing the draft offer document. Holding periods of convertible securities or depository receipts and resulting equity shares are aggregated where converted shares are offered, subject to completed conversion and disclosure. Exceptions apply to qualifying merger or amalgamation shares and bonus shares issued from permitted free reserves and share premium, excluding revaluation reserves and unrealized profits.

Follow-on public offers of specified securities may be made by a listed entity only in the manner provided under the International Financial Services Centres Authority (Listing) Regulations, 2024. Regulation 32 applies to such offers and places them within Part B governing follow-on public offers. The provision identifies listed entities as eligible issuers and specified securities as the subject matter of the offer.

Persons connected with an issue are prohibited from offering or receiving direct or indirect incentives to induce applications in an initial public offer. The restriction applies to benefits in cash, kind, services or any other form. Fees or commissions are permissible only for services rendered in relation to the issue.

Lead manager responsibilities for an initial public offer include preparing and disclosing an activity-wise schedule identifying the lead manager responsible for each issue-related activity or sub-activity. A designated lead manager must coordinate with the Authority and ensure that intermediaries fulfil their contractual obligations and functions. These responsibilities continue for all pre-issue and post-issue activities related to the issue.

Promoters' and controlling shareholders' pre-issue shareholding is locked up for 180 days from initial public offering allotment, subject to a limited green shoe option lending exception. SR Equity Shares remain locked up until conversion to ordinary shares and completion of one year from allotment. Locked-up securities may be pledged as collateral, but pledge invocation does not end the lockup and the transferee cannot transfer them before its expiry.

Green shoe option arrangements may stabilise the post-listing price of specified securities in an initial public offer, subject to disclosures, appointment of a registered stabilising agent, and limits on securities borrowed from pre-issue shareholders. Separate accounts must be maintained for over-allotment proceeds and market purchases. Market-purchased securities must be returned to lending shareholders, while shortfalls require further allotment at issue price, listing applications, and closure of the demat account.