What would you like to look for?
Site search
12 May 2022 SPACs listing in Switzerland

Since 6 December 2021, Special Purpose Acquisition Companies ("SPACs") can be listed and traded on the SIX Swiss Exchange ("SIX"). This new possibility is the outcome of a lengthy process which finally ended with the introduction of a revised regulatory framework by SIX Exchange Regulation ("SER") approved by the Swiss Financial Market Supervisory Authority FINMA ("FINMA"). Following the enactment of revised SIX listing rules ("LR") and directives including a designated new regulatory standard at SIX, SPACs are now comprehensively regulated. SPACs are, however, not a new concept. This applies in particular to the US where SPACs became more popular in recent years and which was among the first jurisdictions to regulate SPACs (or "blank cheque companies"). Prior to the implementation of the new self-regulatory framework by SER, Swiss SPACs had required various exemptions (on track record, historic financials, minimum equity, etc.) under the listing rules and directives then in force. However, SER was ultimately against proceeding in this manner. The introduction of the new rules has closed the gap since they provide a safe, and meanwhile even successfully tested, framework for SPACs listings in Switzerland.

This article addresses the crucial features of the revised SPAC specific regulations.

Definition of a SPAC

According to the LR, SPACs are Swiss stock corporations whose sole purpose is the acquisition of, or the merger with, one or more acquisition targets ("De-SPAC") and which are dissolved after a maximum of three years from the first trading day if they have not completed a De-SPAC by then.

Life cycle of a SPAC

The life cycle of a SPAC may be divided into three phases. In the first phase, the SPAC raises capital through an initial public offering ("IPO"). A SPAC may go public by listing either equity securities or convertible bonds, which are converted into nominally-equivalent shares at the De-SPAC. In the IPO phase, the SPAC is a shell company, i.e. does not (yet) conduct any commercial operations. Following its listing, in the second phase, the SPAC begins to search for one or more promising target companies in a designated industry which it can take public through the acquisition of the target shares or a merger. Typically, the SPAC sponsors and founders will rather earlier than later come up with a short-list of possibly suitable De-SPAC targets. The last phase starts as soon as the target company has been identified. This De-SPAC phase must be completed within three years (see below).

Accordingly, SPACs provide for additional investment, financing and exit opportunities.

SPAC specific requirements

Compared to the SIX main market, to uphold an appropriate degree of transparency and investor protection, in particular the following additional requirements apply to companies seeking a listing as a SPAC:

  • A SPAC must be incorporated as a Swiss stock corporation with the sole purpose of acquiring or combining with non-listed target companies.
  • Within three years, a De-SPAC event must be completed. Otherwise, the SPAC has to be dissolved and liquidated, respectively the convertible bond mandatorily repaid.
  • The money raised in the IPO must be deposited in an escrow account at a licensed Swiss bank or a foreign institution with comparable prudential supervision until the timely successful completion of the De-SPAC.
  • SPAC investors, while initially buying into a cash box without an operating business, are specifically protected by a redemption right in respect of the shares issued in the SPAC IPO. Such right may be limited to those shareholders who vote against the De-SPAC.
  • If a SPAC issues convertible bonds instead of shares, special rules apply.
  • The SPAC sponsors and founder shareholders as well as the members of its management and board of directors are required to enter into lock-up undertakings preventing them from selling shares in the business combination for at least six months following the completion of the De-SPAC.
  • The company is required to publish additional information in the listing prospectus (see below).

The same free float requirement applies as in the main market, i.e. the freely tradable securities (free float) must exceed 20% of the outstanding shares and have a market capitalization of more than CHF 25 million at the time of the listing. If the SPAC offers convertible bonds to investors in lieu of shares in the IPO, the free float requirement must only be satisfied in respect of shares at the time of the De-SPAC but there must be a sufficient free float of the convertible bonds at the time of the listing.

As SPACs are newly established shell companies, the usual minimum company and financial track record periods, i.e. the requirements to have existed as a corporation for at least three years and have prepared its annual financial statements for the full three financial years preceding the listing application in compliance with a recognized accounting standard, do not apply to SPACs.

Additional prospectus requirements

As a general rule, the Financial Services Act (FinSA) provides that any person who makes a public offer for the acquisition of securities in Switzerland or who seeks the admission of securities to trading on a trading venue (i.e. a stock exchange or a multilateral trading facility) in Switzerland must first publish a prospectus which has been approved by a review body.

The prospectus of a SPAC is prepared in the IPO phase. As mentioned above, at this point, the SPAC, however, does not yet conduct any commercial operations. Therefore, it is hardly possible to make concrete statements on various risks of such a not yet known activity and the credentials of the sponsors, founders and management will be of utmost importance to the investors. In order to take account of this lack of information, a SPAC prospectus must in addition to general information on the issuer and the securities offered for being listed, among other things, specifically include information on: (i) the founders, members of the board of directors and management and their track record as well as the role of the lead banks, (ii) potential conflicts of interest of the founding shareholders, sponsors, if any, and the board of directors and senior management, (iii) the dilution of public shareholders in the De-SPAC, (iv) the conditions under which additional capital may be raised, (v) material terms of the escrow arrangement, (vi) the De-SPAC and its process, (vii) the lock-up undertakings of the founding shareholders, sponsors as well as members of the board of directors and the executive committee and (viii) the description of the preferential treatment of the IPO shares over all other classes of shares in the liquidation of the SPAC (see art. 3 and art. 4 of the SER Directive on the Listing of SPACs ("DSPAC")).

Requirements for maintaining the SPAC listing

Once listed, the general requirements for maintaining the listing apply (see art. 49-56 LR and the respective SIX directives), in particular, (i) regular financial reporting, (ii) ad hoc publicity, and (iii) the duty to disclose management transactions in equity securities of the SPAC (whereby this duty also applies to sponsors and founders and thus, is not limited to members of the board of directors and the executive management). The same goes for the adherence by the SPAC to the Swiss say-on-pay rules, capital markets provisions, such as the prohibition of insider trading and market manipulation as well as the application of the mandatory tender offer regime (unless the articles of association of a SPAC provide for an opting-out), and applicable corporate governance standards.


The SPAC must prepare and publish an information document which serves as a basis for the shareholder approval of the De-SPAC, specifying inter alia: (i) the acquisition target(s), (ii) detailed financial information, (iii) information on corporate governance, change of control and defensive measures, and (iv) the main parameters of the De-SPAC transaction (see art. 5 DSPAC). This information document must also include a fairness opinion of an independent body, such as a recognized auditing firm. The requirement to publish an information document serves to protect the investors. This document could qualify as a communication similar to a prospectus. As a consequence, the prospectus liability provisions would be applicable.

A majority vote at a specially-convened investors' meeting is required to execute the proposed acquisition(s) or merger(s). Opposing investors have the right to return their securities to the company and retrieve their share of the funds in the escrow account. 

Within three months of the successful De-SPAC, the SPAC must apply for a change of the SIX regulatory standard. For convertible bond SPACs, the shares must fulfill the free-float requirements of the regulatory standard to which it is applying. Further, unless the target already had recognized financial reporting in place for at least three financial years at the time of the De-SPAC, the SPAC is required to publish quarterly financial statements in accordance with the applicable accounting standards (whereby IFRS and US GAAP are the only permitted accounting standards until such change of the regulatory standard is completed).


The revised SIX listing rules meet the need for a clear regulatory framework for the listing of SPACs in Switzerland. With just one SPAC currently listed on SIX, it is probably too early to judge whether SPACs will find yet another home in Switzerland. Following the oversubscribed and seemingly smooth listing and (albeit apparently not overenthusiastic) start of trading of the first Swiss SPAC in December 2021, it remains to be seen whether Switzerland and the SIX, respectively, after having done their regulatory homework, can indeed catch-up with their rivals not only in the US but first and foremost with the likes of Amsterdam and also Frankfurt and the Nordics, which are so far spearheading the European SPAC landscape. The new SPAC specific listing rules ultimately also enhance Switzerland's attractivity for investors as – after the introduction of the new SME equity segment "Sparks" at the SIX (see our blog on "Sparks: New Equity Segment for SMEs at the SIX Swiss Exchange") and the digital stock exchange SDX Trading Ltd – they contribute to a growing and well-functioning ecosystem for the raising of public equity capital in Switzerland.

Authors: Peter KühnChristian Schneiter