SEC Approves Stricter Nasdaq Rules for SPAC De-Merger Listings
Published Date: 12/11/2025
Notice
Summary
Nasdaq just updated its rules for companies that go public by merging with a SPAC (a special kind of company). This change makes sure SPACs trading over-the-counter follow the same listing rules as those on big exchanges, leveling the playing field. The new rules kick in quickly, helping investors and companies know what to expect and possibly speeding up deals without extra costs.
Analyzed Economic Effects
3 provisions identified: 3 benefits, 0 costs, 0 mixed.
OTC SPACs excluded from Reverse Merger Rule
Nasdaq will exclude a de-SPAC transaction from its Reverse Merger requirement when the SPAC was previously listed on a national securities exchange, provides its public shareholders the opportunity to redeem or tender their shares for a pro rata share of IPO proceeds, and is listing in connection with an effective Securities Act registration statement. This change means such OTC-trading SPACs can be treated the same as listed SPACs for the Reverse Merger rule (which previously required, among other things, one year of prior trading before an initial listing application).
ADV (2,000-share) Uplisting Threshold Removed
Nasdaq will exclude the security of a company listing in connection with a de-SPAC transaction from the Average Daily Trading Volume (ADV) Requirement when the SPAC was previously listed on a national securities exchange, provides shareholders redemption or tender rights, and lists with an effective registration statement. The ADV Requirement previously required a minimum ADV of 2,000 shares over the 30 trading days prior to listing for securities that traded in the U.S. over-the-counter market.
Investor Protections Required for Relisting
Nasdaq's relief (exclusion from the Reverse Merger and ADV rules) applies only when the de-SPAC transaction (1) gives public shareholders the opportunity to redeem or tender their shares for a pro rata share of IPO proceeds and a concurrent sale of equity securities, and (2) the company is listing in connection with an effective 1933 Act registration statement. These conditions are intended to ensure disclosure and redemption rights similar to an IPO.
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