Legal And Regulatory Framework Governing Spacs In India: Challenges And Prospects
- IJLLR Journal
- Apr 21
- 2 min read
Magizhva. R, Tamilnadu National Law University
1. INTRODUCTION
A Special Purpose Acquisition Company (SPAC) is a distinctive corporate structure for capital raising via an Initial Public Offering (IPO) to acquire or merge with an existing private company. The associated deal structure is known as de-SPAC transactions, allowing a private company to list publicly in a less time-consuming, rigorous manner than a traditional IPO. SPACs are now a popular mechanism for fast-tracking companies' ability to enter the public markets, offer more certainty of valuation, and expand reach to a much broader pool of investors, and are popular in parts of the world, including the United States and Singapore, where clear regulatory structures exist. However, in India, there is little to no legal or regulatory framework governing SPACs. The Companies Act, 2013 and SEBI (ICDR) Regulations and FEMA guidelines create operational and compliance barriers to SPACs functioning as intended. In recognition of the lack of framework or guidance, the International Financial Services Centres Authority or IFSCA created the Issuance and Listing of Securities Regulations, 2021, specifically within GIFT City, allowing SPACs to list under restrictive conditions regarding issue size and escrow. This paper looks at the legal status of SPACs in India, looks at why SPACs are not covered under current statutory ones of merger, and what is the impact of the vacuum of law.
STATEMENT OF PROBLEM
Although Special Purpose Acquisition Companies (SPACs) are becoming increasingly popular worldwide as innovative capital-raising vehicles, India presently lacks a proper legal and regulatory framework for their formation, listing and operation. The Companies Act, 2013 does not acknowledge SPACs as an official form of corporate structure, and specific provisions under the Act, such as Section 248, would make their incorporation impossible as it provides for the strike-off of companies unable to commence business within one year. Furthermore, the SEBI (ICDR) Regulations, 2018 also require a company to have an operational history and tangible assets before raising finance off the capital markets—something that SPACs cannot satisfy. This situation has led to Indian companies, such as Yatra Online and ReNew Power, having to list overseas through overseas SPACs, which has led to capital flight and lost opportunities in the domestic markets. Therefore, the research problem is to consider what is the existing legislative framework under which SPACs operate in India, why regulatory frameworks for mergers do not apply to SPACs, and to identify the legal and economic implications of this regulatory gap.
