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Post business combination
Act Rules Indian Laws
Regulation 56 of the International Financial Services Centres Authority (Listing) Regulations, 2024
Post-business-combination listing requires the resultant entity to immediately disclose completed transaction details and meet listing eligibility criteria within one hundred and eighty days to continue listing. It must also comply with applicable listing obligations and continuous disclosure requirements. Shareholdings of SPAC sponsors, controlling shareholders, directors and key managerial personnel are subject to a one-year lock-up from the closing of the business combination.

Regulation 55 of the International Financial Services Centres Authority (Listing) Regulations, 2024
Regulation 55 applies the continuous disclosure requirements specified for listed entities under Chapter XII to listed special purpose acquisition companies on a mutatis mutandis basis. Listed SPACs are consequently subject to the Chapter XII continuous disclosure framework. The applicable requirements operate for SPACs with necessary adaptations, and disclosure duties applicable to listed entities govern listed SPACs in their corresponding context.

SPAC specific obligations
Act Rules Indian Laws
Regulation 54 of the International Financial Services Centres Authority (Listing) Regulations, 2024
SPACs must keep IPO proceeds in an interest-bearing escrow account controlled by an independent custodian until completion of the business combination. Shareholders' approval and a detailed prospectus are required for the proposed combination, with prior approval from a majority of non-sponsor shareholders. Non-sponsor shareholders voting against the combination have redemption rights over their pro rata share of escrowed funds, net of taxes. Failure to complete the combination within the disclosed period results in liquidation of the escrow account and delisting of specified securities.

Other provisions
Act Rules Indian Laws
Regulation 53 of the International Financial Services Centres Authority (Listing) Regulations, 2024
Initial public offers for Special Purpose Acquisition Companies are subject, mutatis mutandis, to the Initial Public Offer framework governing listing, post-issue reports, lead-manager responsibilities and prohibition on payment of incentives. Applicable requirements under Part A of Chapter III are thereby incorporated into the SPAC offering regime with necessary contextual adaptation.

Application and Allotment
Act Rules Indian Laws
Regulation 52 of the International Financial Services Centres Authority (Listing) Regulations, 2024
SPAC initial public offerings require a minimum application size of USD one hundred thousand. Investor allotments may follow a proportionate or discretionary basis if disclosed in the offer document. Issuers and lead managers must complete specified securities allotment and all payments and refunds for participating investors within five working days from the closing date of the issue, in accordance with the disclosed allocation basis.

Underwriting
Act Rules Indian Laws
Regulation 51 of the International Financial Services Centres Authority (Listing) Regulations, 2024
A public issue of specified securities may be underwritten where underwriting arrangements are adequately disclosed in the offer document. At least fifty per cent of the underwriting commission must be deferred until successful completion of the business combination and deposited in an escrow account. On liquidation, the underwriter has no entitlement to the deferred commission held in escrow.

Offer period
Act Rules Indian Laws
Regulation 50 of the International Financial Services Centres Authority (Listing) Regulations, 2024
Initial public offers by Special Purpose Acquisition Companies must remain open for at least one working day and no more than ten working days.

Pricing
Act Rules Indian Laws
Regulation 49 of the International Financial Services Centres Authority (Listing) Regulations, 2024
Issues involving the listing of special purpose acquisition companies must use a fixed price mechanism. The issuer must determine the issue price in consultation with the lead manager or lead managers. Issuer-led price determination therefore requires lead-manager consultation as a mandatory element of fixing the price for the relevant listing issue.

Issue size
Act Rules Indian Laws
Regulation 48 of the International Financial Services Centres Authority (Listing) Regulations, 2024
SPAC listing issue-size requirements prescribe a minimum public issue size of USD fifty million, subject to any different amount specified by the Authority. Sponsor shareholding must constitute at least fifteen per cent and no more than twenty per cent of post-issue paid-up capital. Before the IPO, sponsors must maintain aggregate subscription across all securities of USD ten million or at least two and a half per cent of issue size, whichever is lower, subject to an alternative threshold specified by the Authority.

Regulation 47 of the International Financial Services Centres Authority (Listing) Regulations, 2024
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
Act Rules Indian Laws
Regulation 46 of the International Financial Services Centres Authority (Listing) Regulations, 2024
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.

IPO Process
Act Rules Indian Laws
Regulation 45 of the International Financial Services Centres Authority (Listing) Regulations, 2024
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.

Eligibility
Act Rules Indian Laws
Regulation 44 of the International Financial Services Centres Authority (Listing) Regulations, 2024
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.

Regulation 43 of the International Financial Services Centres Authority (Listing) Regulations, 2024
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.

Listing with public offer
Act Rules Indian Laws
Regulation 42 of the International Financial Services Centres Authority (Listing) Regulations, 2024
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.

Regulation 41 of the International Financial Services Centres Authority (Listing) Regulations, 2024
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.

Regulation 40 of the International Financial Services Centres Authority (Listing) Regulations, 2024
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.

Issue Process
Act Rules Indian Laws
Regulation 39 of the International Financial Services Centres Authority (Listing) Regulations, 2024
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.

Regulation 38 of the International Financial Services Centres Authority (Listing) Regulations, 2024
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.

Regulation 37 of the International Financial Services Centres Authority (Listing) Regulations, 2024
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.

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