Nasdaq Proposes Changes to SPAC Listing Requirements

Nasdaq proposed tightening its initial listing requirements for Special Purpose Acquisition Companies ("SPACs").

In its filing with the SEC, the exchange proposed changes for the Nasdaq Global Market and the Nasdaq Capital Market tiers. For the Global Market, SPACs would need to demonstrate a "market value of listed securities" of at least $100 million — up from the prior $75 million threshold — bringing Nasdaq's standards in line with those already applied to SPACs listing under its alternative requirements and consistent with NYSE practices. The rule takes effect in 30 days, though SPACs that list within that window may still qualify under the old rules.

Nasdaq said that the changes to the Capital Market are more structural. Rather than allowing SPACs to list under the existing "market value of listed securities standard" alongside ordinary operating companies, Nasdaq carved out a dedicated listing pathway for them under a new rule — proposed Listing Rule 5505(b)(4). Under this framework, SPACs seeking a Capital Market listing would need a "market value of listed securities" of $75 million, a "market value of unrestricted publicly held shares" of at least $20 million, and a minimum of four registered and active market makers.

Additionally, the minimum public shareholder count for SPACs on both market tiers would rise to 400, compared to the 300 required of conventional companies.

Nasdaq said the changes were intended to protect investors, noting that the prior standards had grown misaligned with market realities — particularly after a 2021 SEC staff statement on SPAC warrant accounting led some companies to restate their financials and fall short of equity thresholds. By raising the floor and standardizing requirements closer to those of the NYSE and NYSE American, Nasdaq argued the new rules will better ensure adequate liquidity, public float, and investor safeguards before a SPAC completes its business combination. The exchange emphasized that SPACs will still be subject to all existing requirements under current listing rules including escrow obligations, shareholder approval rights, and a 36-month deadline to close a deal or face delisting.