[Federal Register Volume 83, Number 71 (Thursday, April 12, 2018)]
[Notices]
[Pages 15880-15881]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-07528]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-83010; File No. SR-NASDAQ-2017-087]


Self-Regulatory Organizations; The NASDAQ Stock Market LLC; 
Notice of Designation of a Longer Period for Commission Action on a 
Proposed Rule Change To Modify the Listing Requirements Related to 
Special Purpose Acquisition Companies To Reduce Round Lot Holders on 
Nasdaq Capital Market for Initial Listing From 300 to 150 and Eliminate 
Public Holders for Continued Listing From 300 to Zero, Require $5 
Million in Net Tangible Assets for Initial and Continued Listing on 
Nasdaq Capital Market, and Impose a Deadline To Demonstrate Compliance 
With Initial Listing Requirements on All Nasdaq Markets Within 30 Days 
Following Each Business Combination

April 6, 2018.
    On September 20, 2017, The NASDAQ Stock Market LLC (``Nasdaq'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission''), pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a 
proposed rule change to modify the listing requirements related to 
Special Purpose Acquisition Companies (``SPAC'') to reduce round lot 
holders on Nasdaq Capital Market for initial listing from 300 to 150 
and eliminate the public holders required for continued listing from 
300 to zero, require $5 million net tangible assets for initial and 
continued listing on Nasdaq

[[Page 15881]]

Capital Market, and impose a deadline to demonstrate compliance with 
initial listing requirements on all Nasdaq Markets to within 30 days 
following each business combination. The proposed rule change was 
published for comment in the Federal Register on October 11, 2017.\3\ 
In response, the Commission received six comments on the proposal.\4\ 
On November 22, 2017, the Commission extended the time period within 
which to approve the proposed rule change, disapprove the proposed rule 
change, or institute proceedings to determine whether to approve or 
disapprove the proposed rule change to January 9, 2018.\5\ The 
Commission issued an order instituting proceedings under Section 
19(b)(2)(B) of the Act to determine whether to approve or disapprove 
the proposed rule change on January 9, 2018 (``OIP'').\6\ The 
Commission received three additional comments in response to the OIP, 
including a comment letter from Nasdaq.\7\
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 81816 (October 4, 
2017), 82 FR 47269 (October 11, 2017) (``Notice'').
    \4\ See Letters to Brent J. Fields, Secretary, Commission, from 
Jeffrey M. Solomon, Chief Executive Officer, Cowen and Company, LLC, 
dated October 19, 2017; Jeffrey P. Mahoney, General Counsel, Council 
of Institutional Investors, dated October 25, 2017; Sean Davy, 
Managing Director, Capital Markets Division, SIFMA, dated October 
31, 2017; Akin Gump Strauss Hauer & Feld LLP, dated November 1, 
2017; Steven Levine, Chief Executive Officer, EarlyBirdCapital, 
Inc., dated November 3, 2017; and Christian O. Nagler and David A. 
Curtiss, Kirkland & Ellis LLP, dated November 9, 2017.
    \5\ See Securities Exchange Act Release No. 82142 (November 22, 
2017), 82 FR 56293 (November 28, 2017).
    \6\ See Securities Exchange Act Release No. 82478 (January 9, 
2018), 83 FR 2278 (January 16, 2018).
    \7\ See Letters to Brent J. Fields, Secretary, Commission, from 
Jeffrey P. Mahoney, General Counsel, Council of Institutional 
Investors, dated January 25, 2018; Paul D. Tropp, Freshfields 
Bruckhaus Deringer US LLP, dated January 30, 2018; and Arnold Golub, 
Deputy General Counsel, Nasdaq, dated February 23, 2018.
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    Section 19(b)(2) of the Act \8\ provides that, after initiating 
disapproval proceedings, the Commission shall issue an order approving 
or disapproving the proposed rule change not later than 180 days after 
the date of publication of notice of filing of the proposed rule 
change. The Commission may, however, extend the period for issuing an 
order approving or disapproving the proposed rule change by not more 
than 60 days if the Commission determines that a longer period is 
appropriate and publishes the reasons for such determination. The 
proposed rule change was published for notice and comment in the 
Federal Register on October 11, 2017. April 9, 2018 is 180 days from 
that date, and June 8, 2018 is 240 days from that date.
    The Commission finds it appropriate to designate a longer period 
within which to issue an order approving or disapproving the proposed 
rule change so that it has sufficient time to consider the proposed 
rule change and the comment letters. Accordingly, the Commission, 
pursuant to Section 19(b)(2) of the Act,\9\ designates June 8, 2018, as 
the date by which the Commission shall either approve or disapprove the 
proposed rule change (File No. SR-NASDAQ-2017-087).
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    \8\ 15 U.S.C. 78s(b)(2).
    \9\ Id.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\10\
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    \10\ 17 CFR 200.30-3(a)(31).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-07528 Filed 4-11-18; 8:45 am]
 BILLING CODE 8011-01-P


