HKSI Paper 1 Accessing public capital question: Lotus Acquisition Corp

HKSI Paper 1Accessing public capital

Lotus Acquisition Corp, a SPAC, listed on 15 March 2024 and announced its de-SPAC transaction on 1 February 2026. Completion now looks likely to slip. Which statement is correct?

A It missed its 15 March 2026 deadline, so it must return the funds and the Exchange will cancel its listing
B It must complete by 15 March 2027; an extension needs a special resolution passed by 75% of all shareholders
C It must complete by 15 March 2027; an extension needs the Exchange's agreement and an ordinary resolution with promoters abstaining
D It must complete by 1 February 2028, 24 months after the announcement, and no shareholder vote is needed

Show the answer and explanation

Answer: C. It must complete by 15 March 2027; an extension needs the Exchange's agreement and an ordinary resolution with promoters abstaining

A SPAC must announce a de-SPAC transaction within 24 months of listing (Rule 18B.69) and complete it within 36 months (Rule 18B.70). Lotus announced on 1 February 2026, inside the 24-month limit of 15 March 2026, so its completion deadline is 15 March 2027. Under Rule 18B.71, a request to extend either deadline must give the grounds and confirm approval by an ordinary resolution at a general meeting, on which the SPAC Promoters and their close associates abstain. The deadline runs from listing, not from the announcement; a special resolution is not required; and the 15 March 2026 date applied only to the announcement, which Lotus met. Source: Main Board Listing Rules r.18B.69, r.18B.70, r.18B.71 (as at October 2026).

Common mistake

Candidates count the 36 months from the de-SPAC announcement, or confuse the 24-month announcement deadline with the completion deadline.

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