NYSE American Echoes: SPAC Deals Escape Reverse Merger Classification
Published Date: 2/12/2026
Notice
Summary
NYSE American is changing the rules to update what counts as a “Reverse Merger.” Now, companies that come from SPAC deals (special purpose acquisition companies) won’t be labeled as reverse mergers when they list on the exchange. This change affects companies going public through de-SPAC transactions and takes effect immediately, making the listing process clearer and smoother.
Analyzed Economic Effects
4 provisions identified: 3 benefits, 1 costs, 0 mixed.
De-SPAC Listings Not Treated as Reverse Mergers
If a company is listing on NYSE American in connection with a de-SPAC transaction involving a SPAC that was listed on a national securities exchange and the listing occurs with an effective Securities Act registration statement, the transaction will not be treated as a “Reverse Merger” under Section 101(e). This means such companies will not have to meet the additional Reverse Merger listing conditions described in Section 101(e).
Shareholders Get Registration Review and Redemption Rights
For a de-SPAC listing that is excluded from the Reverse Merger definition, SPAC public shareholders will have the opportunity to review an effective Securities Act registration statement and to redeem or tender their shares in connection with the de-SPAC transaction in exchange for a pro rata share of the IPO proceeds prior to closing.
Exclusion Conditions Require Effective Registration
The exclusion from the Reverse Merger definition applies only where the company is listing in connection with an effective Securities Act registration statement. That linkage to an effective registration statement is a required condition for the exclusion.
May Enable More De-SPAC Listings On Exchange
The Exchange states the rule change could permit more companies to list on NYSE American in connection with de-SPAC transactions because such transactions (meeting the stated conditions) will be treated like IPOs rather than Reverse Mergers. The Exchange also noted Nasdaq adopted a similar rule.
Personalized for You
How does this regulation affect your finances?
Personalize government policy and PRIA will tell you what this federal register document means for your household, plus every other regulation we track. PRIA reads each provision against your financial profile to show you exactly what matters to your wallet.
Key Dates
Department and Agencies
Related Federal Register Documents
2026-19260, Rescission of Rule 14a-8's Federal Regulation of Shareholder Proposals and Amendments to Rule 14a-4
The SEC wants to stop its federal rule that controls how shareholders can make proposals at company meetings, letting state laws and company rules take over instead. They’re also changing rules so companies can sometimes vote on proposals not in their official materials—but shareholders can opt out if they want. This affects investors and companies, with comments open until November 20, 2026, and could shake up how shareholder voices are heard and counted.
2026-18424, Political Contributions by Certain Investment Advisers
The Securities and Exchange Commission (the "Commission" or the "SEC") is proposing to rescind the political contribution rule under the Investment Advisers Act of 1940 (the "Advisers Act"), which prohibits investment advisers from providing investment advisory services for compensation to a government client for two years after an adviser or any covered associate of the adviser makes a contribution to certain categories of elected officials or candidates, among other prohibitions. In the more than fifteen years since the rule was adopted, implementation challenges associated with the political contribution rule have resulted in a range of significant unintended consequences, including compliance practices among some investment advisers that may have had the effect of restricting all political contributions by the investment advisers and their employees. Market participants also have stated that the political contribution rule is burdensome, complex, and both lacks clarity and creates a de facto strict liability standard. The Commission is of the view that other existing requirements of the Advisers Act and its associated rules, including prohibitions on fraud, fiduciary duty requirements, the compliance rule, and the code of ethics rule (defined below), are likely sufficient to address pay-to-play practices while allowing an adviser the flexibility to implement an approach that is more appropriately tailored to its particular risks, rendering the political contribution rule unnecessary. The Commission also is proposing to amend the rule under the Advisers Act pertaining to books and records consistent with the proposed rescission.
2026-18190, Transfer Agent Rules
The U.S. Securities and Exchange Commission ("SEC" or "Commission") is proposing to adopt new rules, amend existing rules, amend the existing form for registration with the Commission as a transfer agent (Form TA-1) and the existing form for reporting activities of transfer agents (Form TA-2), and rescind an existing rule governing registered transfer agents. The proposals are designed to modernize the rules governing registered transfer agents.
2026-17183, Regulation Crypto Assets
The Securities and Exchange Commission ("Commission") is proposing new rules to create a tailored offering regime for certain investment contracts involving crypto assets. The proposed offering regime is intended to facilitate capital formation and accommodate innovation within the crypto asset markets while, at the same time, ensuring that investors are adequately protected and provided with the information they need to make informed investment decisions. The proposed rules would be set forth in a new regulation titled "Regulation Crypto Assets" and would include two exemptions from the registration requirements of section 5 of the Securities Act of 1933. The first exemption would permit offerings of up to $5 million during a four-year period. The second exemption would permit offerings of up to $75 million during each 12-month period. Under both exemptions, issuers would be required to make certain principles-based narrative disclosures available to their investors. In addition, issuers under the second exemption would be required to provide financial statements and would be subject to ongoing reporting requirements. Issuers that rely on these exemptions would remain subject to the antifraud and antimanipulation provisions of the Federal securities laws. The proposed rules also would include a conditional safe harbor from the term "investment contract" in the definitions of "security" in the Securities Act of 1933 and the Securities Exchange Act of 1934. If the conditions of that proposed safe harbor are satisfied, then a crypto asset would be deemed not to be subject to an investment contract for purposes of those definitions of "security."
2026-12163, The Trade-Through Rule and Locked and Crossed Markets Provisions of Regulation NMS
The SEC wants to scrap some old rules that stop stocks from being traded at worse prices and prevent confusing market quotes. This change affects stock traders and exchanges, aiming to simplify trading and possibly speed things up. If you want to share your thoughts, you’ve got until August 17, 2026, so don’t miss out!
2026-10373, Registered Offering Reform
The SEC wants to make it easier and cheaper for more companies to sell their stocks and bonds to the public. They’re opening up special forms and benefits to more businesses, updating rules to be more modern, and cutting red tape by overriding some state rules. If you’re a company planning to raise money, these changes could speed things up and save you money, with feedback due by July 27, 2026.
Previous / Next Documents
Previous: 2026-02804, Self-Regulatory Organizations; Nasdaq PHLX LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the Exchange's Schedule of Fees and Rebates To Bring It Into Compliance With New Reg NMS Rule 610(d)
Nasdaq PHLX is updating its fees and rebates starting February 2, 2026, to follow a new rule called Reg NMS Rule 610(d). This change affects traders using the exchange by adjusting how much they pay or earn on transactions. The update kicks in right away to keep everything fair and square with the latest regulations.
Next: 2026-02806, Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Proposes To Modify the Definition of “Reverse Merger” Set Forth in Section 102.01F of the NYSE Listed Company Manual
The New York Stock Exchange is updating its rule to change how it defines a “Reverse Merger.” Now, companies that merge with a special purpose acquisition company (SPAC) during a de-SPAC transaction won’t be called reverse mergers anymore. This change affects companies listing on the NYSE and takes effect immediately, making the listing process clearer and smoother.