Luxem­bourg — The public shares of Lake­star SPAC 1 SE, the first so-called Special Purpose Acqui­si­tion Company (SPAC) focu­sed on an acqui­si­tion in the tech­no­logy sector in Europe, have been admit­ted to the regu­la­ted market of the Frank­furt Stock Exch­ange (Gene­ral Stan­dard) on Monday. In addi­tion, SPAC’s public warrants were intro­du­ced to the over-the-coun­ter market at Börse Frank­furt Zerti­fi­kate AG. — The spon­sors of Lake­star SPAC 1 SE were advi­sed on the IPO by a team from the inter­na­tio­nal law firm Arendt & Meder­nach specia­li­zing in capi­tal market tran­sac­tions, led by part­ners Alex­an­der Olli­ges and Fran­çois Warken.

Within two days, Luxem­bourg-based Lake­star SPAC I SE raised EUR 275 million from insti­tu­tio­nal inves­tors. It is the first shell company of its kind in Germany in more than ten years. SPAC has two years to iden­tify and buy one or more promi­sing tech compa­nies. The focus is on publicly traded compa­nies worth between EUR 750 million and EUR 4 billion.

The pros­pec­tus was appro­ved in Luxem­bourg on Febru­ary 19, 2021 by the Commis­sion de Surveil­lance du Secteur Finan­cier (CSSF) in its capa­city as compe­tent autho­rity. In addi­tion, Lake­star SPAC 1 SE has issued spon­sor shares and spon­sor warrants. This tran­sac­tion is expec­ted to pave the way for the come­back of other Luxem­bourg-based SPACs on Euro­pean stock exchanges.

The SPAC as an alter­na­tive invest­ment oppor­tu­nity and alter­na­tive to going public

A SPAC is an acqui­si­tion vehicle typi­cally formed by profes­sio­nals in a parti­cu­lar field (such as in the case of Lake­star SPAC 1 SE tech­no­logy). The primary objec­tive is to acquire, through a busi­ness combi­na­tion, an opera­ting company or group that is often itself in the early stages of an IPO. Such an acqui­si­tion will be finan­ced by SPAC’s capi­tal raising in the course of its own IPO. Proceeds raised in this manner are held in an escrow account for quick deploy­ment when needed. Once a poten­tial acqui­si­tion target has been iden­ti­fied, the busi­ness combi­na­tion must be appro­ved by a majo­rity of the votes cast at a share­hol­ders’ meeting of the SPAC and, as a rule, comple­ted within a period of two years from its listing. Other­wise, the SPAC will be liquidated.

SPAC’s public share­hol­ders thus have the oppor­tu­nity to invest directly in an acqui­si­tion vehicle while enjoy­ing the legal guaran­tees of a listed company: regu­la­tion and trans­pa­rency, as well as the right to have a say in the busi­ness combi­na­tion. If this is appro­ved, the public share­hol­ders who do not approve of the plan­ned busi­ness combi­na­tion can demand the repurchase of their shares. For the target company, the busi­ness combi­na­tion repres­ents an attrac­tive alter­na­tive to a tradi­tio­nal IPO of its own.

New poten­tial for Luxembourg

The launch of Luxembourg’s first SPAC in more than a decade points to attrac­tive oppor­tu­ni­ties for Europe and Luxem­bourg alike. Thanks to its busi­ness-friendly envi­ron­ment, invest­ment focus and specia­li­zed regu­la­tory autho­ri­ties, Luxem­bourg is ideally posi­tio­ned as a loca­tion for laun­ching SPACs. Expert assis­tance in areas speci­fic to SPAC forma­tion (inclu­ding capi­tal markets regu­la­tion, corpo­rate law, M&A, and tax) is essen­tial to the successful forma­tion of a SPAC.

“SPAC offers a new way of going public that meets today’s desire for effi­ci­ency and shor­tened time-to-market,” explains Fran­çois Warken, part­ner and head of Arendt & Medernach’s capi­tal markets law prac­tice in Luxem­bourg. “Lake­star SPAC 1 SE is also a very apt exam­ple of the versa­ti­lity of Luxem­bourg company law and rele­vant corpo­rate gover­nance rules, which allow the key features of a U.S. SPAC to be accu­ra­tely repli­ca­ted in a Luxem­bourg company while fully comply­ing with EU secu­ri­ties and stock exch­ange regulations.”

“This type of acqui­si­tion is a great oppor­tu­nity for Luxem­bourg: right in the heart of Europe and also with good access to all major Euro­pean stock exch­an­ges,” empha­si­zes Alex­an­der Olli­ges, Part­ner in Arendt & Medernach’s Corporate/M&A prac­tice in Luxem­bourg. “The acces­si­bi­lity of the regu­la­tor and its know­ledge of the product and condi­ti­ons, the flexi­bi­lity of Luxem­bourg company law in imple­men­ting market condi­ti­ons for a SPAC and the unique inter­na­tio­nal envi­ron­ment allow projects to be reali­zed quickly — espe­ci­ally in the field of tech­no­logy and inno­va­tion, as we have seen in the case of Lake­star SPAC 1 SE.”

The team of Arendt & Meder­nach was compo­sed of Alex­an­der Olli­ges (Part­ner, Lead Corpo­rate), Fran­çois Warken (Part­ner, Lead Capi­tal Markets) and Jan Neuge­bauer (Part­ner, Tax) as well as Senior Asso­cia­tes Noémi Gémesi (Capi­tal Markets) and Maria Gros­busch (Corpo­rate) on the side of Lake­star SPAC 1 SE.

The IPO in Frank­furt was hand­led by the law firm Sulli­van & Crom­well under the leader­ship of part­ner Dr. Cars­ten Berrar.

About Arendt & Medernach

Arendt & Meder­nach is the leading and inde­pen­dent law firm in Luxem­bourg. The firm’s inter­na­tio­nal team of more than 350 lawy­ers and attor­neys specia­li­zes in provi­ding legal advice and legal repre­sen­ta­tion to Luxem­bourg and foreign clients in the area of finan­cial and commer­cial law. Arendt & Meder­nach has offices in Luxem­bourg, Dubai, Hong Kong, London, Moscow, Paris and New York. In Decem­ber 2020, the firm was named Euro­pean Law Firm of the Year and Law Firm of the Year for Bene­lux by The Lawyer magazine.