Entire Section

  • De-SPAC Transactions Involving Connected De-SPAC Targets

    • 18B.56

      With respect to a De-SPAC Transaction that is a connected transaction under Chapter 14A, a SPAC must comply with the applicable connected transaction requirements in Chapter 14A and, in addition, a SPAC must:
       
      (1)    demonstrate that minimal conflicts of interest exist in relation to the proposed transaction;
       
      (2) support, with adequate reasons, its claim that the transaction would be on an arm's length basis; and
       
      (3) include an independent valuation of the transaction in the listing document referred to in rule 18B.49.
       
      Note: Rule 18B.56 (1) and (2) may be evidenced, for example, by:
       
      (a)    demonstrating that the SPAC and/or its connected persons are not controlling shareholders of the De-SPAC Target; and
       
      (b) no cash consideration is paid to connected persons, and any consideration shares issued to the connected persons are subject to a lock-up period of 12 months.