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:
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| (1) |
demonstrate that minimal conflicts of interest exist in relation to the proposed transaction;
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| (2) |
support, with adequate reasons, its claim that the transaction would be on an arm's length basis; and
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| (3) |
include an independent valuation of the transaction in the listing document referred to in rule 18B.49.
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| 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
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| (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.
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