Open a Special Purpose Acquisition Company (SPAC) in Luxembourg

Would you like to register a SPAC in Luxembourg? One of our specialists can tell you about the conditions for establishing this structure and the most important steps in this regard. You can benefit from the support offered by our agents for setting up a company in Luxembourg who present you below the main information about what the establishment of a Special Purpose Acquisition Company in Luxembourg entails.

What are the characteristics of a SPAC in Luxembourg?

The Special Purpose Acquisition Company (SPAC) is a type of investment company created specifically to raise capital to buy active companies on the market. Here are some of the most important features of SPACs in Luxembourg:

• It represents an asset category that is attracting attention from the international investment community.
• SPACs comply with the provisions of the European Securities and Markets Authority (ESMA)’s Public Statement.
• It maintains the protection of the investors and safeguard market integrity, as these are priorities.
• The sponsor who establishes a SPAC in Luxembourg is interested in raising capital from investors during an IPO (Initial Public Offering) process to buy a company.

Interested in opening a business in Luxembourg? Feel free to discuss all aspects with one of our local representatives.

How to register a SPAC in Luxembourg?

SPACs in Luxembourg are established taking into account the legislation imposed by the European Union for such structures. In this approach, a document called a prospectus is drawn up, which goes to the supervisory financial institutions in Luxembourg for approval. There is also a need for passporting notifications for admissions to trading on EU-controlled markets. It is good to specify here that the public limited liability company is the optimal structure for SPACs in Luxembourg, but you can also opt for the European company and limited stock partnership. Here are other important details:

1. SPACs in Luxembourg can have either a one or two-tier board;
2. SPACs can issue unique classes of shares for the sponsor and the public shares;
3. the SPAC management in Luxembourg must be responsible and act in the best interest of the company;
4. SPACs in Luxembourg must also report periodically and implement internal control and risk management;
5. EUR30,000 represents the minimum share capital for the establishment of a SPAC in Luxembourg.

We remind you that you can benefit from support if you want to open a company in Luxembourg and collaborate with our specialists. We can explain to you the conditions for establishing a SPAC in Luxembourg.

Structures for opening a Special Purpose Acquisition Company

Investors who decide to open a Special Purpose Acquisition Company in Luxembourg can use:

• specialized investment funds (SIFs);
• investment companies in risk capital (SICARs);
• reserved alternative investment funds (RAIFs);
• financial participation companies (SOPARFIs);
• limited partnerships.

Each structure has its advantages and specific registration requirements. Our company formation agents in Luxembourg can assist with the establishment of the desired entity.

The SPAC as a Specialized Investment Fund

The SIF is a good option when the Luxembourg SPAC is created by qualified investors. Such funds require authorization from the Financial Supervisory Commission (CSSF) and are continuously monitored by it.

The SIF, however, allows lower diversification in terms of assets and can be created as an umbrella fund. SPAC companies created as SIFs can obtain passporting rights and operate at EU level, in accordance with the Alternative Investment Fund Managers Directive (AIFMD).

A similar structure is the SICAR, which must invest in assets bearing higher risks. It also requires CSSF authorization and can access Luxembourg’s network of double tax treaties.

How to create a Luxembourg SPAC through a SOPARFI

The SOPARFI is one of the most employed business forms when setting up investment vehicles in Luxembourg, as such it can also be used for setting up a Special Purpose Acquisition Company.

Even if the SOPARFI can take the form of a private or public limited liability company, the second one is recommended when creating a Luxembourg SPAC, as it needs to comply with the Stock Exchange listing requirements.

From a taxation point of view, the SOPARFI is liable for taxation in Luxembourg, which means it can benefit from the Grand Duchy’s 88 double tax treaties in force with countries all over the world. Furthermore, it can also take advantage of:

• various tax incentives;
• dividend tax exemptions when paid to qualifying shareholders;
• exemption from interest payment taxes.

Our accountants in Luxembourg can offer more information on the tax benefits of this business form, including when used to establish a SPAC.

How to list a SPAC at LuxSE

LuxSE is the stock exchange in Luxembourg and the place where companies are listed on the market. It is one of the most important exchange markets in the world. To be able to list the SPAC at LuxSE, you must consider the following aspects:

• The listing is made in compliance with the general conditions of the European Securities and Markets Authority (ESMA)’s Public Statement.
• Funds raised by SPACs must be placed in an escrow account with a controlled financial institution.
• Considering these aspects, you can get in touch with our specialists to familiarize yourself with the LuxSE listing conditions for SPACs in Luxembourg. You can always count on us if you want to open a company in Luxembourg.

Economic overview for Luxembourg

Setting up any type of company is an opportunity when it comes to Luxembourg, including SPAC. According to the latest data, even if in 2025 the economy registered only a 0.6% increase, in the following years, predictions are more optimistic:

• the country GDP (Gross Domestic Product) is expected to grow by 1.7% in 2026, and by 2.1% in 2027;
• inflation is also predicted to decrease from 2.2% in 2025 to 1.8% in 2026;
• the government’s balance deficit is also expected to be 0.5% of the GDP in 2026, compared to the 0.8% in 2025.

You may contact our company formation specialists if you would like to set up a SPAC in Luxembourg. We can easily manage the formalities and procedures involved.