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Listing at LuxSE

Special Purpose Acquisition Companies (SPACs)

SPAC are vehicles specifically created to raise capital for the purpose of acquiring an existing operating company. Due to their innovative characteristics, SPACs represent an asset class that has garnered significant interest from the international investment community.
SPACs at LuxSE
SPACs are particularly appealing for experienced sponsor teams as an alternative route to take companies public within a limited timeframe. Upon admission to trading on a stock exchange, while SPAC sponsors search the market, the vehicle remains without underlying commercial operations or assets other than cash and limited investments.
Alignment with Capital Markets Union (CMU) Action Plan
With fast access to listing, SPACs can facilitate the access of innovative small and medium-sized companies to public equity markets of the European Union (EU). By doing so, SPACs can contribute to the European Commission’s CMU goals of developing deep and inclusive EU equity markets that provide long-term investment opportunities, as outlined in the CMU Action Plan.
Luxembourg – a centre of financial expertise at the heart of the EU
Thanks to its business-driven financial ecosystem providing a high concentration of international capital markets experts, and the stability of its legal framework, Luxembourg presents an attractive offering for SPAC sponsors – especially for those that do not target a single specific domestic market – with the LuxSE acting as the meeting place for market players wishing to tap into the potential of these unique instruments.
Listing a SPAC at LuxSE
The ideal venue for a primary listing, LuxSE operates a robust and secure market infrastructure offering SPAC issuers access to two markets, supported by service excellence and competitive fees.

In alignment with the European Securities and Markets Authority (ESMA)’s Public Statement highlighting the complex nature of SPAC transactions and the need to maintain investor protection, LuxSE aims to support SPAC sponsors in their journey to the market while underpinning the importance of ensuring investor protection.

Maintaining investor protection and safeguarding market integrity is at the heart of our priorities. With that in mind, and in light of the substantial increase in SPAC activity across the EU, we have produced a set of Guidelines for SPAC sponsors setting up their instruments, with the aim of facilitating the listing process at LuxSE.
Recommendations during SPACs’ structuring process
Funds raised by SPACs should be placed in an escrow account with a regulated financial institution and issuers shall document an order of priority for outgoing payments.
The issuer should grant redemption rights to the SPAC's shareholders and describe the conditions under which the rights can be exercised.
The majority of the shareholders should approve the business combination with the target company in a general meeting (de-SPAC process) and the issuer shall provide the shareholders with the information necessary to make an informed decision about the exercise of their redemption rights.
In the prospectus accompanying the admission to trading, the issuer should describe its business strategy to deliver insights on the target industries and geographies where it seeks acquisition opportunities.
The timeframe for the consummation of the business combination shall be defined and limited in time.

Submission of documents to LuxSE

The general documentation to be provided as part of the application is laid down in the Rules and Regulations of LuxSE. In addition, SPACs shall also provide the following documents:
  • A legal memorandum regarding the position of the issuer under the Luxembourg Alternative Investment Fund Managers (AIFM) law
  • A general presentation highlighting the experience and track record of the SPAC management
Please note that the present Guidelines are provided for information purposes only. LuxSE does not accept any responsibility or liability of any kind whether for the accuracy, reliability or completeness of the Guidelines or for any action refrained or taken or results obtained from the use of the Guidelines. The Guidelines do not constitute and are not construed as any advice, recommendation, undertaking or commitment from or on behalf of LuxSE. The Guidelines shall not be substitute for your own researches, investigations, verifications or consultation for professional or legal advice. Please also note that the Guidelines have been drafted taking into account the laws and regulation applicable to the SPACs at the time of issue of the Guidelines and may be amended, replaced or supplemented at a later stage as a consequence of possible amendment of the applicable laws and regulation.
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