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Special Purpose Acquisition Company or SPAC meaning

What does Special Purpose Acquisition Company or SPAC mean?
A special purpose acquisition company (SPAC) is a cash shell formed to raise capital—typically by IPO—and then acquire or merge with an operating business, with the business combination (the de‑SPAC) usually constituting a reverse takeover. IPO proceeds are commonly ring‑fenced (trust/escrow) and used to fund due diligence and all or part of the acquisition consideration. The term is descriptive rather than defined in statute or case law. In the UK, the FCA’s Listing Rules treat SPACs as shell companies and, since 2021, include a regime under which a SPAC with a standard listing can avoid the usual presumption of suspension on announcing a potential acquisition if specified investor protections are adopted (for example, ring‑fencing of IPO proceeds, a shareholder vote, redemption rights and a time‑limited acquisition window), with re‑admission required on completion. Under the AIM Rules, a SPAC generally falls within the definition of an “investing company”. It must maintain an investing policy, obtain shareholder approval for a qualifying transaction and meet re‑admission requirements; failure to implement its policy within required timeframes can result in “cash shell” treatment under AIM Rule 15. In Ireland, there is no statutory definition; practice on Euronext Dublin/Euronext Growth is broadly consistent, treating SPACs as shells/investing companies...
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View the related Practice Notes about Special Purpose Acquisition Company or SPAC

PRACTICE NOTES
UK Banking, Finance, Capital Markets, Derivatives and Insolvency Law Glossary including Islamic finance

Banking & Finance glossary A Auditing and Accounting Organisation for Islamic Financial Institutions (AAOIFI) The foremost Islamic, international, autonomous, independent, not-for-profit corporate body that develops and issues accounting, auditing, governance, ethics and Shari’ah benchmarks and standards for Islamic Financial Institutions (IFIs) and the wider Islamic finance sector. Founded in Bahrain in 1991, it is backed by a number of institutional members across more than 45 countries, including central banks and regulatory authorities, financial institutions, accounting and auditing practices, and legal firms. Its pronouncements are currently applied by leading Islamic financial institutions across the world and have advanced a progressive and gradual harmonisation of global Islamic finance practice. It also delivers professional qualification programmes—notably Certified Islamic Professional Accountant (CIPA), Certified Shari’ah Adviser and Auditor (CSAA), and the corporate compliance programme—in efforts to strengthen the industry’s human capital and governance frameworks. For further details, see Practice Note: Key participants in the Islamic finance industry—Accounting and Auditing Organisation for Islamic Financial Institutions (AAOIFI). Acceleration Acceleration is the formal action...

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PRACTICE NOTES
UK SPAC and Cash Shell Tracker: LSE Main Market/AIM admissions, fundraisings, reverse takeovers, de-listings and de-SPACs (2019–2025), plus 2024 UKLR 13 shell companies listing category

Last updated 12 March 2025. Tracker overview This Practice Note monitors special purpose acquisition companies (SPACs) and cash shell companies that have joined trading on the London Stock Exchange’s Main Market or AIM since 2019. It likewise records any subsequent fundraisings, reverse takeovers, de‑listings, and transfers between markets through to completion of their investment (the de‑SPAC transaction). UKLR listing category for shell companies On 29 July 2024, the UK Listing Rules introduced a distinct listing category for shell companies (including SPACs), with bespoke provisions set out in UKLR 13. These rules preserve the ‘SPAC‑friendly’ measures (previously LR 5.6.18AG) enabling larger SPACs with specified investor protections to avoid the default presumption of suspension upon the announcement or leak of an acquisition. For further detail on the shell companies category see Checklist: UK Listing Rules (UKLR) listing categories—comparison of eligibility requirements and key continuing obligations and the section What are the key rules for the shell companies listing category? in Practice Note: Reform of the UK listing regime—fundamentals....

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PRACTICE NOTES
Reverse takeovers by UK listed companies: pre‑29 July 2024 regime—LR 5.6, Class 1, shell/SPAC suspension, cancellation and re‑admission, and Takeover Code [Archived]

ARCHIVED: This Practice Note is archived and no longer updated. A major overhaul of the UK listing framework took effect on 29 July 2024, removing the premium and standard listing segments and introducing a single listing category for equity in commercial companies. That commercial companies category is strongly disclosure-led and sits alongside other categories including shell companies, secondary listing and closed-ended investment funds. To deliver these reforms, the UK Listing Rules sourcebook was commenced and the prior Listing Rules sourcebook was withdrawn. For more detail, see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note records the regime before 29 July 2024 and is kept for background reference. It examines the regulatory tests that previously applied where a company with what was then a standard or premium listing undertook, or intended to undertake, a significant transaction treated as a reverse takeover, under the regime that existed immediately before 29 July 2024. It also addresses how the City Code on Takeovers and Mergers (Takeover Code) applies to a...

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