[Federal Register Volume 83, Number 112 (Monday, June 11, 2018)]
[Notices]
[Page 27055]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-12431]



[[Page 27055]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-83383; File No. SR-NASDAQ-2017-087]


Self-Regulatory Organizations; The NASDAQ Stock Market LLC; 
Notice of Withdrawal of Proposed Rule Change To Modify the Listing 
Requirements Related to Special Purpose Acquisition Companies Listing 
Standards 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

June 5, 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 for securities 
of Special Purpose Acquisition Companies (``SPACs'') listed on the 
Nasdaq Capital Market by reducing the number of round lot holders 
required for initial listing from 300 to 150, and eliminating the 
continued listing requirement for a minimum number of holders, which is 
also currently 300, that applies until the SPAC completes one or more 
business combinations.\3\ Nasdaq also proposed to require that a SPAC 
maintain at least $5 million net tangible assets for initial and 
continued listing of its securities on the Nasdaq Capital Market. 
Finally, Nasdaq proposed to allow SPACs listed on any of its three 
listing tiers (Nasdaq Global Select Market, Nasdaq Global Market, and 
Nasdaq Capital Market) 30 days to demonstrate compliance with initial 
listing requirements following each business combination.\4\
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Nasdaq Rule IM-5101-2(b).
    \4\ The Exchange also proposed to delete a duplicative paragraph 
from the rule text and alter the paragraph's formatting within 
certain provisions in order to enhance the rule's readability.
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    The proposed rule change was published for comment in the Federal 
Register on October 11, 2017.\5\ In response, the Commission received 
six comments on the proposal.\6\ 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.\7\ On January 9, 2018, 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 
(``OIP'').\8\ The Commission received three additional comments, one of 
which included a response from Nasdaq.\9\ On April 6, 2018, the 
Commission designated a longer period for the Commission to issue an 
order approving or disapproving the proposed rule change.\10\ On June 
1, 2018, the Exchange withdrew the proposed rule change (SR-NASDAQ-
2017-087).
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    \5\ See Securities Exchange Act Release No. 81816 (October 4, 
2017), 82 FR 47269 (October 11, 2017) (``Notice'').
    \6\ See Letters to Brent J. Fields, Secretary, Commission, from 
Jeffrey M. Solomon, Chief Executive Officer, Cowen and Company, LLC, 
dated October 19, 2017 (``Cowen Letter''); Jeffrey P. Mahoney, 
General Counsel, Council of Institutional Investors, dated October 
25, 2017 (``CII Letter''); Sean Davy, Managing Director, Capital 
Markets Division, SIFMA, dated October 31, 2017 (``SIFMA Letter''); 
Akin Gump Strauss Hauer & Feld LLP, dated November 1, 2017 (``Akin 
Gump Letter''); Steven Levine, Chief Executive Officer, 
EarlyBirdCapital, Inc., dated November 3, 2017 (``EarlyBird 
Letter''); and Christian O. Nagler and David A. Curtiss, Kirkland & 
Ellis LLP, dated November 9, 2017 (``Kirkland Letter'').
    \7\ See Securities Exchange Act Release No. 82142 (November 22, 
2017), 82 FR 56293 (November 28, 2017).
    \8\ See Securities Exchange Act Release No. 82478 (January 9, 
2018), 83 FR 2278 (January 16, 2018).
    \9\ See Letters to Brent J. Fields, Secretary, Commission, from 
Jeffrey P. Mahoney, General Counsel, Council of Institutional 
Investors, dated January 25, 2018 (``CII Letter II''); Paul D. 
Tropp, Freshfields Bruckhaus Deringer US LLP, dated January 30, 2018 
(``Freshfields Letter''); and Arnold Golub, Deputy General Counsel, 
Nasdaq, dated February 23, 2018 (``Nasdaq Response Letter'' or 
``Response Letter'').
    \10\ See Securities Exchange Act Release No. 83010 (April 6, 
2018), 83 FR 15880 (April 12, 2018).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\11\
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    \11\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-12431 Filed 6-8-18; 8:45 am]
 BILLING CODE 8011-01-P


