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Cayman and BVI SPACs and private equity


02 September 2021

Cayman Islands, British Virgin Islands

3 min read

The re-emergence of SPACs in the last couple of years shows no sign of slowing down as the demand for SPAC formations continued into the second quarter of 2021.  Increasingly diverse clients are now looking to be involved in SPACs.  Whilst for some time general investors have recognised the advantages that SPACs offer, including access to investments and transactions which might otherwise be restricted to private equity (PE) or venture capital (VC) firms, now those same firms have themselves recognised that SPACs might also form part of their own strategies. The possibilities and advantages that SPACs offer have led to some of the biggest PE firms incorporating SPACs in their toolkits – many of which are incorporated in the Cayman Islands and the British Virgin Islands ("BVI"). 

While the majority of US-listed SPACs are incorporated using Delaware corporations, a SPAC incorporated in either the Cayman Islands or the BVI is often seen as an attractive alternative as it may offer a more efficient post-acquisition structure and remove any additional US tax, legal or regulatory implications that may arise simply as a consequence of using a US vehicle. The SEC and NASDAQ allow for rule concessions for non-US issuers which qualify as “Foreign Private Issuers” and for foreign entities to follow more flexible “home country rules”. NASDAQ and other leading US exchanges allow listings by SPAC entities formed in most of the leading offshore jurisdictions, including the Cayman Islands and the BVI.

Additionally, the Cayman Islands and the BVI are popular SPAC jurisdictions for other reasons, including:

  • the suitability of the Companies Act (Revised) of the Cayman Islands and the BVI Business Companies Act to SPACs;
  • limited additional regulatory compliance requirements;
  • tax neutrality; and
  • the close similarity between Cayman and BVI law as compared against Delaware company law – which allows for an easy translation of existing standard legal forms and investor understandings from one jurisdiction to the other.

Ogier has extensive experience in advising on setting up Cayman and BVI SPACs, including acting for PE firms. Notable SPACs that Ogier’s have recently advised on include:

About Ogier

Ogier is a professional services firm with the knowledge and expertise to handle the most demanding and complex transactions and provide expert, efficient and cost-effective services to all our clients. We regularly win awards for the quality of our client service, our work and our people.


This client briefing has been prepared for clients and professional associates of Ogier. The information and expressions of opinion which it contains are not intended to be a comprehensive study or to provide legal advice and should not be treated as a substitute for specific advice concerning individual situations.

Regulatory information can be found under Legal Notice

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