DealLawyers.com Blog

In September, we shared the SEC’s notice and request for comment for a proposed change to Nasdaq’s rules applicable to initial listings for de-SPAC transactions to align the treatment of OTC trading SPACs with similarly situated exchange-listed SPACs. In early December, the SEC posted a notice of amendment and an order granting the accelerated approval of the proposed change, as modified. Specifically, Nasdaq’s amendment to the proposal:

– Specified that the changes only apply to a de-SPAC transaction involving a SPAC that was previously listed on an exchange and provides its public shareholders the opportunity to redeem or tender their shares in connection with the deSPAC transaction in exchange for a pro rata share of the IPO proceeds and concurrent sale by the company of equity securities;

– Addressed a commenter’s suggestion for a technical revision regarding the proposed rule language for the timing of the effectiveness of a registration statement as it relates to the listing of a company in connection with a de-SPAC transaction; and

– Made minor technical changes to improve the structure, clarity and readability.

Yesterday, the SEC posted a notice of filing and immediate effectiveness of a similar rule change filed by the NYSE.

– Meredith Ervine