2278 Federal Register / Vol. 83, No. 10 / Tuesday, January 16, 2018 / Notices 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3The Commission notes that throughout this 

order we have used the term ‘‘SPAC’’ or ‘‘SPACs.’’ 

These terms have the same meaning as ‘‘Acquisition 

Company’’ which is the term used by Nasdaq in its 

current proposed rule filing. 

4See Nasdaq Rule IM–5101–2(b), and infra note 

10 and accompanying text which describes the 

requirements for the value of the business 

combination(s). 

5The Exchange also proposes to delete a 

duplicative paragraph from the rule text and alter 

the paragraphs formatting within certain provisions 

in order to enhance the rule’s readability. See 

proposed rule text to Nasdaq Rule IM–5101–2 in 

Exhibit 5 to Nasdaq–2017–087. 

6See Securities Exchange Act Release No. 81816 

(October 4, 2017), 82 FR 47269 (‘‘Notice’’). 

7See Securities Exchange Act Release No. 82142, 

82 FR 56293 (November 28, 2017). 

8See 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’’). 

9See Nasdaq Rule IM–5101–2(a). 

10See Nasdaq Rule IM–5101–2(b). For purposes 

of this rule, in calculating the 80% value of the 

deposit account any deferred underwriter fees and 

taxes payable on the income earned on the deposit 

account are excluded. 

11See Nasdaq Rule IM–5101–2(d) & Nasdaq Rule 

IM–5101–2(e). If a shareholder vote is taken 

however, under Nasdaq Rule IM–5101–2(d), the 

right of shareholders voting against a business 

combination to redeem their shares for cash may be 

subject to a limit established by the SPAC (that can 

be set no lower than 10% of the shares sold in the 

IPO). 

12See Nasdaq Rule IM–5101–2(d) & Nasdaq Rule 

IM–5101–2(e) and Nasdaq Rules 5505(a)(3) and 

5550(a)(3). 

13See proposed rule text to Nasdaq Rule 

5505(a)(3) in Exhibit 5 to Nasdaq–2017–087. 

14See proposed rule text to Nasdaq Rule 

5550(a)(3) in Exhibit 5 to Nasdaq–2017–087. 

Nasdaq Rule 5550(a)(3) currently requires 300 

public holders for continued listing of a primary 

equity security listed on Nasdaq Capital Markets. 

‘‘Public Holders’’ is defined to mean holders of a 

security that includes both beneficial holders and 

holders of record, but does not include any holder 

who is, either directly or indirectly, an executive 

officer, director, or the beneficial holder of more 

than 10% of the total shares outstanding. See 

Nasdaq Rule 5005(a)(35). 

15See Notice at 47269. 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–82478; File No. SR– 

NASDAQ–2017–087] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Order 

Instituting Proceedings To Determine 

Whether To Approve or Disapprove a 

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 

January 9, 2018. 

I. Introduction 

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 

Special Purpose Acquisition Companies 

(‘‘SPACs’’) 3 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.4 Nasdaq also proposes to 

require that a SPAC listed on the 

Nasdaq Capital Market maintain at least 

$5 million net tangible assets for initial 

and continued listing. Finally, Nasdaq is 

proposing to allow SPACs listed on any 

of its three listing tiers (Nasdaq Global 

Select, Nasdaq Global, and Nasdaq 

Capital Market) 30 days to demonstrate 

compliance with initial listing 

requirements following each business 

combination.5

The proposed rule change was 

published for comment in the Federal 

Register on October 11, 2017.6 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 The Commission received six 

comments on the proposal.8 This order 

institutes proceedings under Section 

19(b)(2)(B) of the Act to determine 

whether to approve or disapprove the 

proposal. 

II. Description of Proposal 

A. Background on SPACs 

A SPAC is a special purpose company 

whose business plan is to raise capital 

in an initial public offering (‘‘IPO’’) and, 

within a specific period of time, engage 

in a merger or acquisition with one or 

more unidentified companies. Among 

other things, a SPAC must keep 90% of 

the gross proceeds of its IPO in an 

escrow account through the date of a 

business combination.9 The SPAC must 

complete one or more business 

combinations, having an aggregate 

market value of at least 80% of the value 

of the deposit account at the time of the 

agreement to enter into the initial 

combination, within 36 months of the 

effectiveness of the IPO registration 

statement.10 Additionally, public 

shareholders who object to a business 

combination have the right to convert 

their common stock into a pro rata share 

of the funds held in escrow.11 Following 

each business combination the 

combined company must meet the 

Exchange’s requirements for initial 

listing of an operating company, 

including the requirement to maintain a 

minimum of 300 holders.12

B. Description of Proposed Changes to 

SPAC Listing Standards 

The Exchange has proposed to reduce 

the number of round lot holders 

required for SPACs initially listing on 

the Nasdaq Capital Market from 300 to 

150.13 The Exchange also proposed to 

completely eliminate the current 

continued listing requirement that there 

be a minimum of 300 holders until such 

time as the SPAC completes one or more 

business combinations.14 In support of 

this proposal, as set forth in more detail 

in the Notice, Nasdaq states that SPACs 

often have difficulty demonstrating 

compliance with these initial and 

continued listing standards. Based on 

conversations with market participants, 

Nasdaq believes this is due to the 

unique nature of SPACs, and asserts that 

this limits the number of interested 

retail investors and encourages owners 

to hold their shares until an acquisition 

is announced, which can be as long as 

three years after the IPO. Nasdaq 

believes that these same features limit 

the benefit to investors of having a 

shareholder requirement, the purpose of 

which, according to Nasdaq, is ‘‘to help 

ensure that a stock has an investor 

following and liquid market necessary 

for trading.’’ 15 Among other things, 

Nasdaq asserted that ‘‘the potential for 

distorted prices occurring as a result of 

there being few shareholders or 

illiquidity is less of a concern for [a 

SPAC’s] investors’’ because, in the 

period prior to the business 


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16See Notice at 47269. See also, supra note 11, 

that refer to possible limits on the amount of shares 

that can be redeemed on a pro rata basis. 

17See Notice at 47269. 

18See Notice at 47269–70. 

19See Notice at 47270. 

20 Id. 

21Net Tangible Assets is defined as total assets 

less intangible assets and liabilities. See proposed 

Nasdaq Rule IM–5101–2(f). Under the proposal, if 

a company is listed prior to approval of the 

Exchange’s proposal it will not need to satisfy this 

net tangible asset requirement if it has a least 300 

public holders. 

22Rule 15g–1 through 15g–9 under the Act 

impose certain disclosure and additional 

requirements on brokers and dealers when effecting 

transactions in penny stocks. See 17 CFR 240.15g– 

1 to 15g–9. Rule 3a51–1 includes an exception from 

the definition of penny stock for securities 

registered on a national securities exchange that has 

initial listing standards, among others, that requires 

at least 300 round lot holders. Rule 3a51–1 also has 

an exception from the penny stock definition if a 

company has $5 million in net tangible assets. See 

17 CFR 240.3a51–1(a) and 17 CFR 240.3a51–1(g). 

23See Notice at 47270 in footnote 16. 

24The SPAC is able to request review of the Staff 

Delisting Determination which would allow it to 

remain listed for a maximum of 180 calendar days. 

See Nasdaq Rule 5815. The Exchange states that 

this limitation will only allow for a SPAC to remain 

listed for a short period of time and that the process 

would provide notice to the public. See Notice at 

47271. 

25See Notice at 47271. See also Nasdaq Rule IM– 

5101–2 (d). 

26See Notice at 47271. 

27See Notice at 47271. Nasdaq also proposed 

other non-substantive changes in its proposal. See 

also supra note 5. 

28See supra note 8. 

29See Cowan Letter at 1; CII Letter at 4; SIFMA 

Letter at 2; Akin Gump Letter at 3; EarlyBird Letter 

at 1; Kirkland Letter at 1. 

30See CII Letter at 1 (requesting more fulsome 

information and analysis on both proposed holder 

changes and the proposal to adopt as a listing 

standard the net tangible assets penny stock 

exemption). 

31See Cowan Letter at 1; SIFMA Letter at 2 

(stating 20 percent of public offerings in the first 

three quarters of 2017 came from SPACs); EarlyBird 

Letter at 1; Kirkland Letter at 1. 

32See SIFMA Letter at 2; EarlyBird Letter at 1; 

Akin Gump Letter at 3. 

33See SIFMA Letter at 3 (stating the proposed 

change would ‘‘reduce costs and burdens on 

[SPACs]’’ which ‘‘have limited funds not held in 

escrow’’); Akin Gump Letter at 2 (arguing the holder 

requirement ‘‘creates significant administrative 

burden on SPACs’’ which are ‘‘operating with 

limited funds outside of the trust account’’). 

34See Cowen Letter at 1 and EarlyBird Letter 

at 1. 

35See Akin Gump Letter at 2. 

combination, ‘‘the value of [a SPAC] is 

based primarily on the value of the 

funds it held in trust,’’ and 

‘‘shareholders have the right to redeem 

their shares for a pro rata share of that 

trust in conjunction with the business 

combination.’’ 16 As a result, according 

to Nasdaq, SPACs generally ‘‘have 

historically traded close to the value in 

the trust, even when they have had few 

shareholders, which suggests that their 

lack of shareholders has not resulted in 

distorted prices and the associated 

concerns.’’ 17 Nasdaq notes that SPACs 

‘‘must undergo a transformative 

transaction within 36 months of listing, 

at which time they must meet all listing 

requirements, including the shareholder 

requirement.’’ 18 In Nasdaq’s view, 

‘‘[t]his provides an additional protection 

to shareholders, assuring that any 

liquidity issues are only temporary.’’ 19

Finally, Nasdaq observes that ‘‘it can be 

difficult for a company, once listed, to 

obtain evidence demonstrating the 

number of its shareholders because 

many accounts are held in street name’’ 

and that this process ‘‘is particularly 

burdensome for [SPACs] because most 

operating expenses are typically borne 

by the [SPAC’s] sponsors due to the 

requirement that the gross proceeds of 

the initial public offering remain in the 

trust account until the closing of the 

business combination.’’ 20

The Exchange also proposed to add a 

new requirement for SPACs to list, and 

remain listed, on the Nasdaq Capital 

Market that would require SPACs to 

maintain at least $5 million in net 

tangible assets.21 This requirement is 

being proposed by Nasdaq as an 

alternative exception to the 

Commission’s penny stock rule, Rule 

3a51–1 under the Act, because Nasdaq’s 

proposed changes to the minimum 

number of holders would result in 

SPACs listed on the Nasdaq Capital 

Market no longer qualifying for the 

current penny stock rule exception that 

requires listed companies to have 300 

round lot holders.22 The $5 million net 

tangible assets requirement is an 

alternative exception to the penny stock 

rule, and ‘‘Nasdaq believes that all 

[SPACs] currently listed satisfy this 

alternative.’’ 23 The Exchange stated that 

it will monitor listed SPACs for 

compliance with this requirement and, 

to assist broker-dealers in complying 

with the penny stock rule, will publish 

on Nasdaq’s website a daily list of any 

SPAC that no longer meets the net 

tangible assets requirement, and which 

does not satisfy any other penny stock 

exception. Further, if a SPAC does not 

meet the net tangible assets 

requirement, the Exchange would 

initiate delisting proceedings under the 

Nasdaq Rule 5800 Series.24

Finally, the Exchange proposed to add 

a requirement, applicable to all of its 

listing tiers (Nasdaq Global Select, 

Nasdaq Global, and Nasdaq Capital 

Market),that a listed SPAC must 

demonstrate that it meets all initial 

listing requirements within 30 days 

following each business combination. 

The Exchange notes that, under its 

existing rules, following a business 

combination with a SPAC, ‘‘the 

resulting company must satisfy all 

initial listing requirements.’’ 25 The 

Exchange takes the position that ‘‘[t]he 

rule does not provide a timetable for the 

company to demonstrate that it satisfies 

those requirements,’’ so ‘‘Nasdaq 

proposes to codify that a company must 

demonstrate that it meets the initial 

listing requirements within 30 days 

following a business combination.’’ 26 If 

the SPAC has not demonstrated that it 

meets all of the initial listing 

requirements within 30 days following 

a business combination, then Nasdaq 

staff would issue a Delisting 

Determination under the Nasdaq Rule 

5800 Series.27

III. Summary of Comments 

The Commission received six 

comment letters on the proposal.28 Five 

commenters expressed support for the 

proposed rule change,29 and one 

commenter did not.30

The commenters supporting the 

proposed rule change generally 

discussed the importance of SPACs as 

an alternative to a traditional IPO as a 

path for a company to go public,31 and 

expressed the view that the proposal 

would reduce burdens on SPACs and 

facilitate their ability to go public, 

without undermining investor 

protections.32 With respect to the 

proposed changes to the required 

minimum number of holders, two 

commenters indicated that reducing 

these requirements would lessen the 

costs and administrative burdens on 

SPACs, which operate with limited 

funds not held in escrow, to monitor the 

number of holders.33 Two commenters 

asserted that SPACs generally are 

marketed to institutions, and not retail 

investors, so that the proposed changes 

would not harm retail investors.34

Another commenter expressed the view 

that it can be difficult for SPACs to meet 

the existing minimum number of 

holders requirements ‘‘due to the high 

demand from institutional investors in 

the IPO allocation process.’’ 35 Two 

commenters believed that, given the 

unique characteristics of SPACs (e.g., 

the requirement to complete a business 

combination within a specified time 

period, the right of shareholders to a pro 

rata share of the funds held in escrow, 

and the tendency to hold shares until a 

business combination is announced), 

the minimum number of holder 


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36See SIFMA Letter at 3 (stating the pro rata right 

to funds held in the escrow account, the limited 

amount of time that the SPAC has to complete a 

business combination and the unique trading 

fundamentals indicate why a lower or no holder 

requirement should be required). See also Akin 

Gump Letter at 2 (asserting that ‘‘SPAC investors 

have further protection from illiquidity because a 

SPAC must undergo a business combination within 

the allotted time period or liquidate and return the 

pro rata share of the trust assets to public 

investors.’’). 

37See SIFMA Letter at 4; and Akin Gump Letter 

at 3. 

38See Akin Gump Letter at 3. 

39See SIFMA Letter at 4; Akin Gump Letter at 3; 

Kirkland Letter at 1. 

40See SIFMA Letter at 4. 

41See Kirkland Letter at 1. 

42See CII Letter at 1. 

43See CII Letter at 2. This commenter specifically 

indicated, however, that it did support the proposal 

to allow listed companies 30 days to demonstrate 

compliance with the initial listing standards after 

the consummation of the SPAC’s business 

combination. 

44 15 U.S.C. 78s(b)(2)(B). 

45 15 U.S.C. 78f(b)(5). 

46 Id. 

47For example, the Commission has repeatedly 

stated in approving exchange listing requirements, 

including Nasdaq’s original SPAC listing standards, 

that the development and enforcement of adequate 

standards governing the listing of securities on an 

exchange is an activity of critical importance to 

financial markets and the investing public. See e.g., 

Securities Exchange Act Release No. 57785 (May 6, 

2008), 73 FR 27597 (May 13, 2008) (stating also that 

the distribution standards, which include exchange 

holder requirements, ‘‘. . . should help to ensure 

that the [SPACs] securities have sufficient public 

float, investor base, and liquidity to promote fair 

and orderly markets’’); Securities Exchange Act 

Release No. 58228 (July 25, 2008), 73 FR 44794 

(July 31, 2008). 

48 Id. The Commission has further stated that 

once a security has been approved for initial listing, 

maintenance criteria allow an exchange to monitor 

the status and trading characteristics of that issue 

to ensure that it continues to meet the exchange’s 

standards for market depth and liquidity so that fair 

and orderly markets can be maintained. See e.g., 

Securities Exchange Act Release No. 57785 (May 6, 

2008), 73 FR 27597 (May 13, 2008) also stating that 

the continued listing standards for SPACs, which 

include the holder requirements, protect investors 

and promote fair and orderly markets. 

49See supra note 43. 

requirements did not provide significant 

investor protection benefits.36

Two commenters specifically 

supported the $5 million net tangible 

assets requirement, noting that this 

requirement should help SPACs avoid 

being designated a ‘‘penny stock.’’ 37

One commenter noted the proposal by 

Nasdaq to publish a daily list of SPACs 

that do not meet the requirement for an 

exception to the penny stock rules will 

ensure proper notice is provided to 

market participants.38

Finally, three of the commenters 

supporting the proposed rule change 

also specifically supported the proposal 

to establish a 30-day period for a listed 

SPAC to demonstrate compliance with 

initial listing requirements following a 

business combination.39 One 

commenter believed that this ‘‘strikes a 

balance of providing the company with 

necessary time to manage its limited 

resources while protecting investors in 

the same way [Nasdaq] protects 

investors in operating companies that 

are conducting their initial public 

offerings.’’ 40 Another commenter 

expressed the view that the 30-day 

compliance period ‘‘would be important 

to allow [SPACs] time to satisfy the 

listing requirements after the closing of 

an initial business combination,’’ given 

‘‘the uncertainty in stock ownership that 

redemption elections can bring.’’ 41

One commenter did not support the 

proposed rule change, noting that ‘‘it 

does not provide sufficient information 

for us to make a determination as to 

whether our members and the capital 

markets would benefit from the 

proposed rule changes.’’ 42 Areas where 

this commenter believed more evidence 

was necessary include: (1) The assertion 

that price distortions or illiquidity are a 

lesser concern for SPACs; (2) the 

analysis that SPACs trade close to the 

redemption value of the assets held in 

trust; (3) the number of companies 

constrained by existing listing 

standards; and (4) the difficulties 

demonstrating compliance with existing 

listing standards, including determining 

the number of holders.43

IV. Proceedings To Determine Whether 

To Approve or Disapprove SR– 

NASDAQ–2017–087 and Ground for 

Disapproval Under Consideration 

The Commission is instituting 

proceedings pursuant to Section 

19(b)(2)(B) of the Act to determine 

whether the proposal should be 

approved or disapproved.44 Institution 

of such proceedings is appropriate at 

this time in view of the legal and policy 

issues raised by the proposal, as 

discussed below. Institution of 

disapproval proceedings does not 

indicate that the Commission has 

reached any conclusions with respect to 

any of the issues involved. 

Pursuant to Section 19(b)(2)(B) of the 

Act, the Commission is providing notice 

of the grounds for disapproval under 

consideration. The Commission is 

instituting proceedings to allow for 

additional analysis and input 

concerning the proposed rule change’s 

consistency with the Act 45 and, in 

particular, with Section 6(b)(5) of the 

Act, which requires, among other 

things, that the rules of a national 

securities exchange be designed to 

prevent fraudulent and manipulative 

acts and practices, to promote just and 

equitable principles of trade, to remove 

impediments to and perfect the 

mechanism of free and open market and 

a national market system, and, in 

general, to protect investors and the 

public interest.46

The Commission has consistently 

recognized the importance of the 

minimum number of holders and other 

similar requirements in exchange listing 

standards.47 Among other things, such 

listing standards help ensure that 

exchange listed companies have 

sufficient public float, investor base, 

and trading interest to provide the depth 

and liquidity necessary to promote fair 

and orderly markets.48

Nasdaq proposes to lower the 

minimum number of holders required 

for initial listing of a SPAC from 300 to 

150, and to eliminate the continued 

listing requirement to have a minimum 

number of holders until the SPAC 

completes a business acquisition. In 

support of its proposal, Nasdaq asserts 

that SPACs often have difficulty 

demonstrating compliance with the 

minimum number of holders 

requirements because many accounts 

are held in street name, so that this 

information must be obtained from 

broker-dealers and other third parties. 

Nasdaq states that this effort is 

particularly burdensome for SPACs 

because most of the expenses incurred 

in determining the number of holders 

must be borne by the SPAC’s sponsors. 

The Commission notes that the vast 

majority of shares of most listed 

companies are held in street name, and 

it is not clear from Nasdaq’s proposal 

how the burdens on SPACs in 

determining the number of holders are 

different than for listed companies 

generally, other than the fact that the 

SPAC’s sponsor bears most of the costs. 

In addition, as noted by a commenter, 

it is not clear from Nasdaq’s proposal 

the extent to which SPACs actually have 

had difficulties complying with the 

existing minimum number of holders 

requirements.49

Nasdaq also takes the position that the 

benefits of the minimum number of 

holders requirements are less with 

SPACs because their value is based 

primarily on the value of the funds held 

in trust. Nasdaq notes that SPACs 

historically have traded close to the 

value of the funds held in trust, and 

concludes that a lack of shareholders 

has not resulted in distorted prices and 

the associated concerns. The 

Commission, however, does not believe 

it is clear from Nasdaq’s proposal how 

these historic trading patterns bear on 

the role of the minimum number of 

holders requirements in maintaining fair 

and orderly markets, particularly since 


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50The Commission recognizes that the initial 

holder requirement is 300 round lot holders while 

the continued listing requirement is 300 public 

holders. Therefore, when a SPAC transitions to 

listing as an operating company after a business 

combination, it should have at least 300 public 

holders, many of which may also be round lot 

holders. 

51Section 19(b)(2) of the Exchange Act, as 

amended by the Securities Act Amendments of 

1975, Public Law 94–29 (June 4, 1975), grants the 

Commission flexibility to determine what type of 

proceeding—either oral or notice and opportunity 

for written comments—is appropriate for 

consideration of a particular proposal by a selfregulatory organization. See Securities Act 

Amendments of 1975, Senate Comm. on Banking, 

Housing & Urban Affairs, S. Rep. No. 75, 94th 

Cong., 1st Sess. 30 (1975). 

Nasdaq’s observations were made while 

the current minimum number of holder 

requirements were in place. 

Finally, Nasdaq proposes to allow a 

listed SPAC an additional 30 days 

following a business combination to 

demonstrate compliance with all initial 

listing standards, including the holder 

requirement. Nasdaq acknowledges that, 

following a business combination, the 

SPAC should meet all applicable listing 

requirements for operating companies, 

including the requirement to maintain a 

minimum of 300 holders on an initial 

and continued basis. Nasdaq takes the 

position that it is proposing the 30-day 

transition period because the current 

rule ‘‘does not provide a timetable’’ for 

the SPAC to demonstrate compliance. 

The Commission notes that initial 

listing standards, absent an explicit 

exception, apply upon initial listing. 

Further, the Commission notes that, 

because the same number of holders 

today (i.e., 300) applies to SPACs listed 

on Nasdaq before and after a business 

combination,50 the issue of a postcombination transition period has not 

been raised. Nasdaq proposes to 

eliminate the continued listing 

requirement for SPACs, so that a listed 

SPAC with very few holders may need 

to have at least 300 holders a short time 

after a business combination. The 

Commission does not believe it is clear 

from Nasdaq’s proposal that such a 

structure is workable, or how a listed 

SPAC would ensure it is in a position 

to sufficiently increase its number of 

holders. 

V. Commission’s Solicitation of 

Comments 

The Commission requests that 

interested persons provide written 

submissions of their views, data, and 

arguments with respect to the issues 

identified above, as well as any other 

concerns they may have with the 

proposal. In particular, the Commission 

invites the written views of interested 

persons concerning whether the 

proposal is consistent with Section 

6(b)(5), or any other provision of the 

Act, or the rules and regulations 

thereunder. Although there do not 

appear to be any issues relevant to 

approval or disapproval that would be 

facilitated by an oral presentation of 

views, data, and arguments, the 

Commission will consider, pursuant to 

Rule 19b–4, any request for an 

opportunity to make an oral 

presentation.51

Interested persons are invited to 

submit written data, views, and 

arguments regarding whether the 

proposal should be approved or 

disapproved by February 6, 2018. Any 

person who wishes to file a rebuttal to 

any other person’s submission must file 

that rebuttal by February 20, 2018. The 

Commission asks that commenters 

address the sufficiency of the 

Exchange’s statements in support of the 

proposal which are set forth in the 

Notice, in addition to any other 

comments they may wish to submit 

about the proposed rule change. In 

particular, the Commission seeks 

comment, including where relevant, any 

specific data, statistics, or studies, on 

the following: 

1. Would the proposal ensure that a 

sufficient liquid market exists for the 

shares of SPACs on the Nasdaq Capital 

Market? Why or why not? 

2. Without any continued listing 

holder requirement, would the shares of 

SPACs still trade close to their 

redemption value, as the Exchange has 

stated? If yes, would that trading pattern 

continue after an announcement of a 

business combination? 

3. Without any continued listing 

holder requirement, could shares of 

SPACs be more prone to manipulation, 

either post-IPO or at the time of the 

business combination announcement 

(but before consummation of the 

business combination)? 

4. Has the Exchange demonstrated 

with specific data, analysis, and studies 

that the shares of SPACs trade 

consistently as stated in the proposal, 

and does the analysis support the 

proposed reductions in the holder 

initial and continued listing standards? 

If not, what data should be reviewed 

and analyzed? For example, in the 

Exchange’s examination of SPACs that 

were below the continued public holder 

listing requirement, how few 

shareholders did these SPACs have? 

5. The Exchange asserted that it is 

time consuming and burdensome for a 

SPAC to obtain a list of shareholders to 

demonstrate the number of holders, 

because many shares are held in street 

name with broker-dealers. The 

Commission notes that the process of 

obtaining number of shareholders is 

similar for all listed companies. Do 

commenters think SPACs are 

particularly burdened by this process 

and the costs? Is the fact the costs are 

usually borne by the sponsors relevant? 

Comments may be submitted by any 

of the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NASDAQ–2017–087 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NASDAQ–2017–087. This 

file number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549, on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of such 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change; 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR– 

NASDAQ–2017–087 and should be 

submitted on or before February 6, 2018. 


daltland on DSKBBV9HB2PROD with NOTICES
2282 Federal Register / Vol. 83, No. 10 / Tuesday, January 16, 2018 / Notices 

52 17 CFR 200.30–3(a)(12). 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.52

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–00535 Filed 1–12–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–609, OMB Control 

No.3235–706] 

Proposed Collection; Comment 

Request 

Upon Written Request Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736. 

Extension: 

Form ABS–EE. 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.), the Securities 

and Exchange Commission 

(‘‘Commission’’) is soliciting comments 

on the collection of information 

summarized below. The Commission 

plans to submit this existing collection 

of information to the Office of 

Management and Budget for extension 

and approval. 

Form ABS–EE (17 CFR 249.1401) is 

filed by asset-backed issuers to provide 

asset-level information for registered 

offerings of asset-backed securities at 

the time of securitization and on an 

ongoing basis required by Item 1111(h) 

of Regulation AB (17 CFR 229.1111(h)). 

The purpose of the information 

collected on Form ABS–EE is to 

implement the disclosure requirements 

of Section 7(c) of the Securities Act of 

1933 (15 U.S.C. 77g(c)) to provide 

information regarding the use of 

representations and warranties in the 

asset-backed securities markets. We 

estimate that approximately 13,374 

securitizers will file Form ABS–EE 

annually at estimated 170,089 burden 

hours per response. In addition, we 

estimate that 25% of the 50.87152 hours 

per response (12.71788 hours) is carried 

internally by the securitizers for a total 

annual reporting burden of 170,089 

hours (12.71788 hours per response x 

13,374 responses). 

Written comments are invited on: (a) 

Whether the proposed collection of 

information is necessary for the proper 

performance of the functions of the 

agency, including whether the 

information will have practical utility; 

(b) the accuracy of the agency’s estimate 

of the burden imposed by the collection 

of information; (c) ways to enhance the 

quality, utility, and clarity of the 

information collected; and (d) ways to 

minimize the burden of the collection of 

information on respondents, including 

through the use of automated collection 

techniques or other forms of information 

technology. Consideration will be given 

to comments and suggestions submitted 

in writing within 60 days of this 

publication. 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

unless it displays a currently valid 

control number. 

Please direct your written comment to 

Pamela Dyson, Director/Chief 

Information Officer, Securities and 

Exchange Commission, c/o Remi PavlikSimon, 100 F Street NE, Washington, 

DC 20549 or send an email to: PRA_

Mailbox@sec.gov. 

Dated: January 9, 2018. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–00499 Filed 1–12–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–61, OMB Control No. 

3235–0073] 

Proposed Collection; Comment 

Request 

Upon Written Request Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736. 

Extension: 

Form S–3. 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.), the Securities 

and Exchange Commission 

(‘‘Commission’’) is soliciting comments 

on the collection of information 

summarized below. The Commission 

plans to submit this existing collection 

of information to the Office of 

Management and Budget for extension 

and approval. 

Form S–3 (17 CFR 239.13) is a short 

form registration statement used by 

domestic issuers to register a public 

offering of their securities under the 

Securities Act of 1933 (15 U.S.C. 77a et 

seq.). Form S–3 takes approximately 

472.49 hours per response and is filed 

by approximately 2,092 issuers 

annually. We estimate that 25% of the 

472.49 hours per response (118.12 

hours) is prepared by the issuer for a 

total annual reporting burden of 247,107 

hours (118.12 hours per response x 

2,092 responses). 

Written comments are invited on: (a) 

Whether this proposed collection of 

information is necessary for the proper 

performance of the functions of the 

agency, including whether the 

information will have practical utility; 

(b) the accuracy of the agency’s estimate 

of the burden imposed by the collection 

of information; (c) ways to enhance the 

quality, utility, and clarity of the 

information collected; and (d) ways to 

minimize the burden of the collection of 

information on respondents, including 

through the use of automated collection 

techniques or other forms of information 

technology. Consideration will be given 

to comments and suggestions submitted 

in writing within 60 days of this 

publication. 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

unless it displays a currently valid 

control number. 

Please direct your written comment to 

Pamela Dyson, Director/Chief 

Information Officer, Securities and 

Exchange Commission, c/o Remi PavlikSimon, 100 F Street NE, Washington, 

DC 20549 or send an email to: PRA_

Mailbox@sec.gov. 

Dated: January 9, 2018. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–00501 Filed 1–12–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–125, OMB Control No. 

3235–0104] 

Proposed Collection; Comment 

Request 

Upon Written Request Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736. 

Extension: 

Form 3. 

Notice is hereby given that pursuant, 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.), the Securities 

and Exchange Commission 

(‘‘Commission’’) is soliciting comments 

on the collections of information 

summarized below. The Commission 

plans to submit this existing collection 

of information to the Office of 

Management and Budget for extension 

and approval. 


daltland on DSKBBV9HB2PROD with NOTICES