Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing of Amendment No. 1 and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment No. 1, To Amend Certain Initial Listing Requirements for de-SPAC Transactions

<NOTICE> SECURITIES AND EXCHANGE COMMISSION <DEPDOC>[Release No. 34-104344; File No. SR-NASDAQ-2025-066]</DEPDOC> <SUBJECT>Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing of Amendment No. 1 and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment No. 1, To Amend Certain Initial Listing Requirements for de-SPAC Transactions</SUBJECT> <DATE>December 8, 2025.</DATE> On August 22, 2025, The Nasdaq Stock Market LLC (“Nasdaq” or “Exchange”) filed with the Securities and Exchange Commission (“SEC” or “Commission”), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”), <SU>1</SU> <FTREF/> and Rule 19b-4 thereunder, <SU>2</SU> <FTREF/> a proposed rule change to modify the rules applicable to de-SPAC transactions (as defined below) to align the treatment of over-the-counter (“OTC”) trading SPACs (as defined below) with similarly situated exchange-listed SPACs. The proposed rule change was published for comment in the <E T="04">Federal Register</E> on September 9, 2025. <SU>3</SU> <FTREF/> <FTNT> <SU>1</SU>  15 U.S.C. 78s(b)(1). </FTNT> <FTNT> <SU>2</SU>  17 CFR 240.19b-4. </FTNT> <FTNT> <SU>3</SU>   <E T="03">See</E> Securities Exchange Act Release No. 103864 (Sept. 4, 2025), 90 FR 43493 (“Notice”). </FTNT> On September 25, 2025, pursuant to Section 19(b)(2) of the Act, <SU>4</SU> <FTREF/> the Commission designated a longer period within which to approve the proposed rule change, disapprove the proposed rule change, or institute proceedings to determine whether to disapprove the proposed rule change. <SU>5</SU> <FTREF/> The Commission received comments on the proposal. <SU>6</SU> <FTREF/> On December 4, 2025, the Exchange submitted Amendment No. 1 to the proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. Amendment No. 1 replaced and superseded the proposed rule change as originally filed. <SU>7</SU> <FTREF/> The Commission is publishing this notice to solicit comments on Amendment No. 1 from interested persons, and is approving the proposed rule change, as modified by Amendment No. 1, on an accelerated basis. <FTNT> <SU>4</SU>  15 U.S.C. 78s(b)(2). </FTNT> <FTNT> <SU>5</SU>   <E T="03">See</E> Securities Exchange Act Release No. 104046, 90 FR 47110 (Sept. 30, 2025) (designating Dec. 8, 2025 as the date by which the Commission shall either approve, disapprove, or institute proceedings to determine whether to disapprove the proposed rule change). </FTNT> <FTNT> <SU>6</SU>  Comments received on the proposed rule change are available at: <E T="03">https://www.sec.gov/comments/sr-nasdaq-2025-066/srnasdaq2025066.htm.</E> </FTNT> <FTNT> <SU>7</SU>  Amendment No. 1 is available on the Commission's website at: <E T="03">https://www.sec.gov/comments/sr-nasdaq-2025-066/srnasdaq2025066.htm.</E> Amendment No. 1: (i) specifies that the proposed changes will apply only to a de-SPAC transaction involving a SPAC, as defined below, which was previously listed on a national securities exchange and provides its public shareholders the opportunity to redeem or tender their shares in connection with the de-SPAC transaction in exchange for a pro rata share of the IPO proceeds and concurrent sale by the company of equity securities; (ii) address a commenter's suggestion for a technical revision regarding the proposed rule language for the timing of the effectiveness of a registration statement as it relates to the listing of a company in connection with a de-SPAC transaction, as defined below; and (iii) makes minor technical changes to improve the structure, clarity and readability of the proposed rules and this proposal. </FTNT> <HD SOURCE="HD1">I. Self-Regulator Organization's Description of the Proposed Rule Change, as Modified by Amendment No. 1</HD> The Exchange proposes to modify the rules applicable to de-SPAC transactions to align the treatment of OTC trading SPACs with similarly situated exchange-listed SPACs. The text of the proposed rule change is available on the Exchange's website at <E T="03">https://listingcenter.nasdaq.com/rulebook/nasdaq/rulefilings,</E> and at the principal office of the Exchange. <HD SOURCE="HD1">II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD> In its filing with the Commission, the Exchange included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. <HD SOURCE="HD2">A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD> <HD SOURCE="HD3">1. Purpose</HD> Nasdaq is filing this amendment to SR-NASDAQ-2025-066  <SU>8</SU> <FTREF/> in order to: (i) specify that the proposed changes will apply only to a de-SPAC transaction involving a SPAC, as defined below, which was previously listed on a national securities exchange and provides its public shareholders the opportunity to redeem or tender their shares in connection with the de-SPAC transaction in exchange for a pro rata share of the IPO proceeds and concurrent sale by the company of equity securities; (ii) address a commentor's technical concern regarding the proposed rule language for the timing of the effectiveness of a registration statement as it relates to the listing of a de-SPAC transaction, as defined below;  <SU>9</SU> <FTREF/> and (iii) make minor technical changes to improve the structure, clarity and readability of the proposed rules and this proposal. This amendment supersedes and replaces the Initial Proposal in its entirety. <FTNT> <SU>8</SU>  Securities Exchange Act Release No. 94592 (September 4, 2025), 90 FR 43493 (September 9, 2025) (the “Initial Proposal”). </FTNT> <FTNT> <SU>9</SU>  See Letter from Penny Somer-Greif, Chair, and Gregory T. Lawrence, Co-Chair, Committee on Securities Law of the Business Law Section of the Maryland State Bar Association to Secretary, Securities and Exchange Commission (September 30, 2025), available at <E T="03">https://www.sec.gov/comments/sr-nasdaq-2025-066/srnasdaq2025066-665487-1989414.pdf.</E> While the commentors expressed overall support for the proposed changes, they noted that “the proposed changes to the Rules would apply with respect to `a de-SPAC transaction . . . where the [issuer applying to list its securities on Nasdaq] is listing upon effectiveness of a 1933 Act registration statement.' Technically, though, such a company could <E T="03">not</E> actually list upon the effectiveness of the applicable registration statement.” </FTNT> Nasdaq is proposing to modify the definition of a “Reverse Merger” in Listing Rule 5005(a)(39)  <SU>10</SU> <FTREF/> to exclude the security of a special purpose acquisition company, as that term is defined in Item 1601(b) of Regulation S-K (“SPAC”), <SU>11</SU> <FTREF/> which was previously listed on a national securities exchange, and is listing in connection with a de-SPAC transaction, as that term is defined in Item 1601(a) of Regulation S-K (“de-SPAC transaction”), in connection with an effective 1933 Securities Act registration statement (“Registration Statement”). Nasdaq also proposes to modify Listing Rules 5315(e)(4), 5405(a)(4), and 5505(a)(5) (the “ADV Requirement”) to exclude the security of a company listing in connection with a de-SPAC transaction, involving a SPAC which was previously listed on a national securities exchange, in connection with an effective Registration Statement, from the minimum trading volume requirement applicable to newly listing companies that previously traded in the over-the-counter (“OTC”) market. The effect of these changes will be to treat a de-SPAC transaction by such SPAC trading in the OTC market in the same way as a de-SPAC transaction with a listed SPAC and, in each case, subject these transactions to the same rules applicable to an initial public offering. <SU>12</SU> <FTREF/> <FTNT> <SU>10</SU>  Rule 5005(a)(39) defines a “Reverse Merger” as “any transaction whereby an operating company becomes an Exchange Act reporting company by combining, either directly or indirectly, with a shell company which is an Exchange Act reporting company, whether through a reverse merger, exchange offer, or otherwise.” However, the definition currently excludes from being a Reverse Merger “the acquisition of an operating company by a listed company satisfying the requirements of IM-5101-2 or a business combination described in Rule 5110(a).” </FTNT> <FTNT> <SU>11</SU>  The term special purpose acquisition company (SPAC) means a company that has: (1) Indicated that its business plan is to: (i) Conduct a primary offering of securities that is not subject to the requirements of § 230.419 of this chapter (Rule 419 under the Securities Act); (ii) Complete a business combination, such as a merger, consolidation, exchange of securities, acquisition of assets, reorganization, or similar transaction, with one or more target companies within a specified time frame; and (iii) Return proceeds from the offering and any concurrent offering (if such offering or concurrent offering intends to raise proceeds) to its security holders if the company does not complete a business combination, such as a merger, consolidation, exchange of securities, acquisition of assets, reorganization, or similar transaction, with one or more target companies within the specified time frame; or (2) Represented that it pursues or will pursue a special purpose acquisition company strategy. 17 CFR 229.1601 </FTNT> <F ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Preview showing 10k of 46k characters. 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