Nasdaq Raises Initial Listing Requirements for SPACs
On April 22, 2026, the Securities and Exchange Commission (SEC) published a notice of filing and immediate effectiveness of a proposed rule change by Nasdaq to increase the initial listing requirements for special purpose acquisition companies (SPACs). The amendment establishes more rigorous financial and liquidity thresholds for SPACs seeking to list on Nasdaq Capital Market and Nasdaq Global Market.
Historically, SPACs predominantly listed on the Nasdaq Capital Market due to its lower fees and lower initial distribution requirements. More recently, certain SPACs have sought to list on the Nasdaq Global Market. Additionally, the SEC’s 2021 staff statement on accounting treatment for SPAC warrants has led some SPACs to adopt different accounting practices, resulting in insufficient equity to qualify for initial listing on the Nasdaq Capital Market under prior standards.
Below are the rule changes proposed by Nasdaq:
Nasdaq Global Market
Nasdaq proposes to increase the minimum Market Value of Listed Securities required for SPACs listing on the Nasdaq Global Market from $75 million to $100 million.
Nasdaq Capital Market
The new rules for SPACs listing on Nasdaq Capital Market include:
• Increase the minimum Market Value of Listed Securities from $50 million to $75 million;
• Increase the minimum Market Value of Unrestricted Publicly Held Shares from $15 million to $20 million;
• Increase minimum shareholders from 300 round lot holders to 400 round lot holders; and
• Increase registered and active Market Makers from 3 to 4.
The proposed rule change became immediately effective upon filing with the SEC on April 15, 2026 and will be operative 30 days thereafter. SPACs that complete their listing within the 30-day transition period may continue to qualify under the prior rules. The SEC retains the authority to temporarily suspend the rule change within 60 days of the filing date if the SEC determines that such action is necessary or appropriate in the public interest or for the protection of investors.
If you have any questions, please contact Anand Saha (asaha@cronelawgroup.com), Liang Shih (lshih@cronelawgroup.com), Hongye (Eve) Mao (hmao@cronelawgroup.com) or your usual Crone contact.
