tbd30 is a SPAC – Special Purpose Acquisition Company which is subject to Nasdaq’s rules on a new type of company intended through an IPO to raise external capital to subsequently acquire a company engaged in business. tbd30 intends to list the company’s share on Nasdaq Stockholm’s main list for SPACs. In connection with the IPO, the general public will be invited to subscribe for shares in tbd30. The goal for the IPO is to provide tbd30 with about SEK 800 million in new capital. A process will then take place over at most 30 months to identify business combinations.
As a SPAC, tbd30 has certain characteristic features. The company is focused on the aim of a business combination in the business services sector. The target company must comply with certain specific criteria. The benchmark is for the company to be valued at SEK 2 to SEK 5 billion at the time of the combination.
Nasdaq rules for SPACs and tbd30’s terms and conditions
On 1 February 2021, Nasdaq Nordic introduced updated rules for issuers that makes it possible to list a new type of company on Nasdaq Stockholm, known as a Special Purpose Acquisition Company (SPAC). The rules places certain requirements on the SPAC which are mainly aimed at providing investors with increased protection and greater influence over their invested capital until a business combination has taken place compared to what is usual for listed companies. In the following section, some relevant provisions in Nasdaq’s rules are presented, including how tbd30 complies with the respective rule.
Use of the issue proceeds
Nasdaq Nordic’s rules stipulate that at least 90 per cent of the gross issue proceeds must be deposited in a restricted account
tbd30 will deposit 100 per cent of the issue proceeds in a restricted account until a business combination has taken place. tbd30 has in the run up to the IPO been provided with a total of SEK 40.5 million through issue of Sponsor Warrants, B and C shares and through a loan agreement with the Sponsors. The funds provided constitute working capital and risk capital which are expected to finance the costs arising in connection with the IPO on Nasdaq Stockholm and the ongoing operating expenses which tbd30 will have from completion of the IPO until a business combination has taken place.
Nasdaq Nordic’s rules provide that the aggregate market value of the target company or companies acquired must amount to at least 80 per cent of the net issue proceeds.
tbd30’s aim is to carry out a business combination with a target company with a total value of between SEK 2 and SEK 5 billion. tbd30 may also decide to carry out a business combination with a company whose value is outside this range.
Nasdaq Nordics rules stipulate that a SPAC must carry out a business combination within 36 months from the first day of trading. If no business combination takes place, Nasdaq Stockholm will initiate a procedure to delist the company’s A shares from Nasdaq Stockholm.
tbd30 has decided on an investment period that runs until 31 December 2023 inclusive, i.e. approximately 30 months from the IPO.
Approval of the business combination
According to Nasdaq Nordics rules, a business combination must be approved by both a majority of the independent board members and the shareholders. Decisions at the annual general meeting are to be taken with a simple majority, i.e. the business combination must be approved by more than half of the votes cast at the general meeting.
tbd30 will comply with these rules with the supplement that all independent board members must vote in favour of a business combination.
Choice of listing location after the business combination
The SPAC’s shares will initially be traded on Nasdaq Stockholm’s main market in the segment for SPACs. In conjunction with a business combination, the target company must undergo a new listing process in order to enable Nasdaq Stockholm to approve continued listing on Nasdaq Stockholm or on Nasdaq First North Growth Market.
tbd30’s primary intention, in conjunction with a business combination, is to apply for a change of listing to Nasdaq First North Premier Growth Market. If it is considered that the target company has the prerequisites to remain listed on Nasdaq Stockholm’s main list, tbd30 will consider this. tbd30 may also consider applying for listing on Nasdaq First North Growth Market which has lower requirements than both Nasdaq Stockholm and Nasdaq First North Premier Growth Market.
Right to redemption
According to the rules, a SPAC must offer investors a right to request redemption of at least 10 per cent of the invested amount in conjunction with announcement of a business combination.
The shareholders in tbd30 are able to request redemption of all their A shares in conjunction with a business combination and in this way get back 100 per cent of their nominal investment provided that redemption is requested of all A shares and that the shareholder has voted no to the business combination at the general meeting.