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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.