Nasdaq Smooths the Road for SPAC Mergers
Published Date: 9/9/2025
Notice
Summary
Nasdaq is updating its rules to make it easier for companies that merge with SPACs (special purpose acquisition companies) to get listed. This change treats these de-SPAC deals the same whether they trade over-the-counter or on Nasdaq, helping companies list faster and smoother. The new rules kick in once the SEC approves the registration, with no extra fees announced yet.
Analyzed Economic Effects
3 provisions identified: 2 benefits, 1 costs, 0 mixed.
De‑SPACs excluded from Reverse Merger rule
Nasdaq will change Listing Rule 5005(a)(39) to exclude any de‑SPAC transaction (as defined in Item 1601(a) of Regulation S‑K) from the definition of a “Reverse Merger” when the de‑SPAC is listing upon effectiveness of a Securities Act registration statement. That means an OTC‑trading SPAC that completes a de‑SPAC and lists when its registration statement is effective will not be treated as a Reverse Merger under this rule.
OTC SPACs exempt from 2,000‑share ADV rule
Nasdaq will modify Listing Rules 5315(e)(4), 5405(a)(4), and 5505(a)(5) to exclude a company listing in connection with a de‑SPAC transaction, upon effectiveness of a Registration Statement, from the minimum average daily trading volume (ADV) requirement of at least 2,000 shares over the 30 trading days prior to listing. In short, OTC‑trading SPACs that list at the time a registration statement becomes effective will not need to meet the 2,000‑share/30‑day ADV test.
Post‑de‑SPAC companies still must meet other standards
Even if a de‑SPAC transaction is excluded from the Reverse Merger and ADV requirements when listing upon effectiveness of a Registration Statement, the post‑business‑combination company must still satisfy all of Nasdaq's other initial listing standards (such as public float, investor base, and distribution requirements) before listing. Nasdaq will continue to apply those other initial listing criteria to protect investors and support a liquid market.
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