Listing Document Requirements
A SPAC must issue a listing document for the De-SPAC Transaction that complies with the requirements of these rules.
Note: This means the listing document must comply with the requirements of Chapter 11 including the requirements on profit forecasts of rules 11.16 to 11.19 and the requirements on a reverse takeover in rules 14.63 and 14.69.
The listing document referred to in rule 18B.49 must not be issued until the Exchange has confirmed to the SPAC that it has no further comments on the document.
The listing document issued for the De-SPAC Transaction must contain:
(1) all the information required for a new listing applicant by these rules;
(2) the information required by rules 14.63 and 14.69 for a reverse takeover;
(3) prominent disclosure of the potential dilution effect of the De-SPAC Transaction (whether resulting from the conversion or exercise of the Promoter Shares, Promoter Warrants and SPAC Warrants, any earn-out rights referred to in Note 1 to rule 18B.29(1) or any other securities issued as part of the De-SPAC Transaction) to the number and value of the holdings of non-redeeming SPAC shareholders;
(4) the identities of, the amount of investment by, and any other material terms of the investment committed by third party investors to complete the De-SPAC Transaction; and
(5) how the Successor Company proposes to provide liquidity in the trading of the warrants following the listing of the Successor Company.
A SPAC must despatch the listing document referred to in rule 18B.49 to SPAC shareholders at the same time as or before the SPAC gives notice of the general meeting to approve the De-SPAC Transaction.