Skip to content

Pakistan’s First SPAC Gets SECP Nod — LSE SPAC-I to Raise Rs 250 Million on PSX

The Securities and Exchange Commission of Pakistan has given the green light to LSE SPAC-I Limited’s initial public offering, clearing the country’s first-ever Special Purpose Acquisition Company for listing on the Pakistan Stock Exchange Main Board. The Rs 250 million offering — structured to merge with a pre-identified 300-megawatt renewable energy firm — marks a structural milestone for Pakistan’s capital markets, introducing a Wall Street-style vehicle that allows investors to back a deal that is partially identified before they commit capital.

LSE SPAC-I Limited was incorporated on March 20, 2025, and represents a shift toward modern financial instruments, aiming to raise Rs 250 million to facilitate a strategic merger with a high-growth target in the renewable energy sector. LSE SPAC-I is making its debut on the Main Board of the PSX with a total issue size of 25,000,000 ordinary shares at a fixed issue price of Rs 10.00 per share at par value. Joint consultants are LSE Capital Limited and Dawood Equities Limited.

The SECP introduced the regulatory framework for SPACs in Pakistan through amendments to the Public Offering Regulations 2017 in September 2021, aiming to facilitate capital formation, encourage new listings on the PSX, and provide an alternative route for private companies to access public markets through mergers or acquisitions.

LSE SPAC-I is a subsidiary of LSE Capital Limited (PSX: LSECL), which is headquartered at The Exchange Hub, LSE Plaza in Lahore and holds licences as a Modaraba Management company and IPO consultant.

ParameterDetail
Total shares25,000,000 ordinary shares
Issue priceRs 10.00 per share (par value)
Total raiseRs 250 million (Rs 25 crore)
Pre-IPO allocation80% — 20,000,000 shares
General public allocation20% — 5,000,000 shares
Listing boardPSX Main Board
Joint consultantsLSE Capital Limited + Dawood Equities Limited
CEOMs. Aasiya Riaz
ChairmanLt Gen (R) Omar Mahmood Hayat

Unlike traditional “blind pool” SPACs that list without identifying an acquisition target, LSE SPAC-I has already named its merger partner: Ningbo Green Light Energy Limited (NGLE), a prominent renewable energy solutions provider serving government, military, and industrial clients across Pakistan.

Phase 1: LSE SPAC-I will use Rs 230 million from the IPO proceeds to acquire a 19.04% equity interest in NGLE through a rights issue at an effective price of Rs 65.16 per NGLE share. Phase 2: Following the acquisition, the companies will file a Scheme of Arrangement with the Lahore High Court to merge LSE SPAC-I into NGLE. NGLE will emerge as the surviving listed entity on the PSX, while LSE SPAC-I will cease to exist. Upon approval of the merger, shareholders of LSE SPAC-I will receive shares of NGLE at a swap ratio of 1.20 — meaning 1.20 NGLE shares for every 1 LSE SPAC-I share held.

This results in an effective cost of Rs 8.37 per NGLE share, representing a discount to NGLE’s post-scheme book value of Rs 10.12. For investors entering at the Rs 10 IPO price, the post-merger effective per-share cost in NGLE represents a meaningful discount to book — a built-in structural incentive for early participation.

NGLE currently has an aggregate installed capacity exceeding 300 megawatts in Pakistan, positioning it as a significant player in Pakistan’s fast-growing solar and renewable energy sector — a sector receiving direct government tailwind from the ongoing Hormuz oil crisis and the PM’s stated strategic petroleum reserve and renewable acceleration agenda.

Not less than 90% of the funds raised through the IPO shall be kept in an escrow account for acquiring the target company. The remaining 10% can be used by the SPAC to defray expenses relating to the IPO, operating costs, funding the search for a target business, and completing the qualifying transaction.

If the SPAC is unable to find a target company and complete the merger transaction within 36 months of the date of listing, or such extended time period as granted by SECP, shareholders will be refunded from the escrow account on a pro-rata basis including profit earned thereon through permitted investments, net of taxes. The SPAC will then be delisted and undergo voluntary winding-up.

Because LSE SPAC-I has already identified NGLE as its target, the 36-month uncertainty that characterises blind-pool SPACs is significantly reduced — the merger process with a named counterparty and court-filed Scheme of Arrangement is procedurally predictable from day one.

Pakistan’s PSX has been on a strong IPO run in FY2025-26. LSE SPAC-I is the ninth PSX listing of the fiscal year, following Wahdat Poultry Farms (the eighth, SECP-cleared April 8). SECP Chairman Dr Kabir Ahmed Sidhu has said Pakistan’s capital markets remain strong and stable, adding that investing in the stock exchange has become easier and more accessible for investors.

The SPAC structure opens a new capital formation route that is particularly relevant for Pakistan’s renewable energy sector, where projects are capital-intensive and founders of successful solar/wind companies typically need a structured, market-credible route to access public equity without traditional IPO profitability requirements. NGLE’s 300 MW installed base — and the strategic premium that renewable capacity commands as Pakistan grapples with oil supply disruption from the Hormuz crisis — makes this merger’s timing commercially compelling.

Beyond the SPAC, parent company LSE Capital is simultaneously pursuing digital asset infrastructure licences. LSE Capital’s board approved hiring a consultant to obtain licences from PVARA for custodian and wallet provider services and to secure a limited depository registration from SECP for its subsidiary Digital Custodian Company Limited. Tuesday’s SBP circular lifting the bank crypto ban creates direct relevance for these PVARA applications — a digital custodian licensed by PVARA can now hold client virtual assets with full banking access under the new regime.

Leave a Reply

Your email address will not be published. Required fields are marked *