Nasdaq Announces Higher Listing Thresholds for Special Purpose Acquisition Companies

On April 15, 2026, the Nasdaq Stock Market announced new rules to raise listing standards for special purpose acquisition companies (SPACs) seeking listing on the Nasdaq Global and Capital Markets. On April 22, the U.S. Securities and Exchange Commission published the new rules in the Federal Register for public comment. Unless the SEC acts to delay their implementation, the new rules will become effective May 15, 2026.

Under the new rules, SPACs seeking to list on the Nasdaq Global Market will be subject to the following change in initial listing standards:

The new rules do not seek changes to other listing qualification standards, because SPACs generally cannot qualify for listing under Nasdaq’s other initial listing criteria. The new rules also do not modify the Nasdaq Global Market’s alternative listing requirements for SPACs.[1]

In addition to changes to the listing criteria for the Nasdaq Global Market, the new rules create a separate, new market value listing standard for SPACs seeking to list on the Nasdaq Capital Market. Under the new rules, SPACs will no longer be able to seek Nasdaq Capital Market listing under the existing market value standard for operating companies. Rather, the new standard requires:

The new rules, once effective, would align the initial listing rules between the Nasdaq Capital Market and NYSE American for SPACs.[2]

Nasdaq’s proposed new rules reflect the exchange’s continuous focus to tighten listing standards for SPACs and operating companies alike,[3] as it seeks to address trading risks associated with small- and mid-sized companies by raising the quantitative requirements for both initial and continued listing on the Nasdaq Global Market and the Nasdaq Capital Market.

[1] Under the alternative listing requirements under Nasdaq Rule 5406 and 5225(a)(1)(A), Nasdaq requires a SPAC seeking listing to have $100 million in market value of listed securities; 1.1 million of publicly held shares; $80 million in market value of publicly held shares; $4 in bid price; and (x) have 300 round lot holders, (y) 2,200 total shareholders and average monthly trading volume of 100,000 shares (for the most recent 6 months), or (z) at least 500 total stockholders and average monthly trading volume of 1,000,000 shares (for the most recent 12 months). Once a SPAC is approved to list under the alternative standard, failure to comply with the alternative standard may result in immediate delisting proceedings. See Nasdaq Initial Listing Guide, January 2026 Version.

[2] See SEC Release No. 34-105291, footnote 11.

[3] In September 2025, Nasdaq proposed to increase the minimum Market Value of Unrestricted Publicly Held Shares (“MVUPHS”) requirement for companies listing under the net income standard on the Nasdaq Global and Capital Markets, respectively, to $15 million: SEC Release No. 34-103982. In January 2026, it also has proposed a new Market Value of Listed Securities continued listing requirement of at least $5 million: SEC Release No. 34-105333.pdf.