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June 2025Q. 4(c)5 marksSyllabus 2022Law changed
Law changed after this attempt: The IFSCA (Listing) Regulations, 2024 were amended in October 2025: financial information in the offer document may now be up to 180 days old, the allotment and refund timeline is 8 working days, and financial results are disclosed half-yearly. (ICSI Supplement, SMCF, December 2026). The answer below reflects the law as it stood for June 2025.
(c)What is Special Purpose Acquisition Company (SPAC). What are the eligibility criteria for listing of SPAC ?
Special Purpose Acquisition Company (SPAC)
In terms of the IFSCA (Listing) Regulations, 2024, SPAC is defined as a company which does not have any operating business and has been formed with the primary objective to affect a business combination.
Eligibility criteria for listing of SPACs
A SPAC is eligible to raise capital through initial public offer of specified securities on the recognised stock exchange(s), only where:
a)the target business combination has not been identified prior to the IPO;
b)The SPAC has the provisions for redemption and liquidation in line with IFSCA (Listing) Regulations, 2024; and
c)The sponsor of the SPAC issuer has a good track record in SPAC transactions, business combinations, fund management or investment banking activities and the same shall be disclosed in the offer document.
A SPAC shall not be eligible to list specified securities under IFSCA (Listing) Regulations, 2024if the issuer or any of its sponsors is:
•debarred from accessing the capital market; or
•a wilful defaulter; or
•a fugitive economic offender.
Source: ICSI Guideline Answers, June 2025, Q. 4(c) (Syllabus 2022).
June 2024Q. 6A(c)5 marksSyllabus 2022Law changed
Law changed after this attempt: The IFSCA (Listing) Regulations, 2024 were amended in October 2025: financial information in the offer document may now be up to 180 days old, the allotment and refund timeline is 8 working days, and financial results are disclosed half-yearly. (ICSI Supplement, SMCF, December 2026). The answer below reflects the law as it stood for June 2024.
(c)What are the eligibility criteria and minimum subscription requirement for an issuer to make initial public offer in terms of IFSCA (Issuance and Listing of Securities) Regulations, 2021 ?
The eligibility criteria for an issuer to make an initial public offer in terms of IFSCA (Issuance and Listing of Securities) Regulations, 2021 is as under:
1.An issuer shall be eligible to make an initial public offer only if:
i.the issuer has an operating revenue of at least USD 20 million in the preceding financial year; or
ii.the issuer has an average pre-tax profit, based on consolidated audited accounts, of at least USD 1 million during the preceding three financial years, or any other eligibility criteria that may be specified by the Authority;
iii.Further, the issuer shall have commenced business at least three years prior to the date of filing of prospectus.
2.If an issuer has issued SR equity shares or dual class shares to any shareholder, the said issuer shall be allowed to do an initial public offer of ordinary shares for listing on the recognized stock exchange(s) subject to compliance with the following:
a)The issue of SR equity shares had been authorized by a special resolution passed at a general meeting of the shareholders of the issuer;
b)The SR equity shares have been held for a period of atleast 6 months prior to the filing of the red herring prospectus;
c)The SR equity shares shall have voting rights in the ratio of a minimum of 2:1 upto a maximum of 10:1 compared to ordinary shares and such ratio shall be in whole numbers only;
d)The SR equity shares shall have the same face value as the ordinary shares; and
e)The SR equity shares shall be equivalent to ordinary equity shares in all respects, except for having superior voting rights
Offer size
The issue shall be of size not less than USD 15 million.
Minimum subscription
For the offer to be successful, the minimum subscription received in the issue shall be at least 75% of the issue size and the minimum number of subscribers shall be 200.
Source: ICSI Guideline Answers, June 2024, Q. 6A(c) (Syllabus 2022).