44794 Federal Register / Vol. 73, No. 148 / Thursday, July 31, 2008 / Notices 

10See Regulatory Notice 08–13 (March 2008). 

11 15 U.S.C. 78o–3(b)(6). 

12 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 57685 

(April 18, 2008), 73 FR 22191. 

Currently, firms report short interest 

positions in NYSE-listed securities 

through the NYSE’s Electronic Filing 

Platform (‘‘EFP’’) and all other securities 

through FINRA’s Regulation Filing 

Applications (‘‘RFA’’) system or the 

Securities Industry Automation 

Corporation (‘‘SIAC’’). As of June 30, 

2008, FINRA will consolidate the 

collection of short interest data, and 

firms will be required to report short 

interest positions in all securities to 

FINRA using the RFA system; 

consequently, firms will no longer be 

able to report any of their short interest 

positions using EFP or SIAC.10

Given that the short interest 

requirements in each of the rules are 

substantially similar, FINRA is 

proposing to adopt these requirements 

as part of the Consolidated FINRA 

Rulebook, subject only to certain nonsubstantive changes. Most notably, 

because FINRA will now be the primary 

collector of consolidated short interest 

data for its members in all securities 

(rather than only if such positions in 

exchange-listed securities are not 

reported to another SRO), FINRA is not 

retaining the text in NASD Rule 3360 

that limits short interest reportable to 

FINRA to those positions in exchangelisted securities ‘‘not otherwise reported 

to another self-regulatory organization.’’

As noted above, FINRA will announce 

the implementation date of the 

proposed rule change in a Regulatory 

Notice to be published no later than 60 

days following Commission approval. 

2. Statutory Basis 

FINRA believes that the proposed rule 

change is consistent with the provisions 

of Section 15A(b)(6) of the Act,11 which 

requires, among other things, that 

FINRA rules must be designed to 

prevent fraudulent and manipulative 

acts and practices, to promote just and 

equitable principles of trade, and, in 

general, to protect investors and the 

public interest. The short interest 

reporting requirements, which are 

proposed to be transferred to the 

Consolidated FINRA Rulebook, 

previously have been found to meet the 

statutory requirements, and FINRA 

believes such requirements have since 

proven effective in achieving the 

statutory mandates. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

FINRA does not believe that the 

proposed rule change will result in any 

burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

Written comments were neither 

solicited nor received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 35 days of the date of 

publication of this notice in the Federal 

Register or within such longer period (i) 

as the Commission may designate up to 

90 days of such date if it finds such 

longer period to be appropriate and 

publishes its reasons for so finding or 

(ii) as to which the self-regulatory 

organization consents, the Commission 

will: 

(A) By order approve such proposed 

rule change, or 

(B) Institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

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 e-mail to rulecomments@sec.gov. Please include File 

Number SR–FINRA–2008–033 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–FINRA–2008–033. This file 

number should be included on the 

subject line if e-mail 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 Web site (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 inspection and copying in 

the Commission’s Public Reference 

Room, 100 F Street, NE., Washington, 

DC 20549, on official business days 

between the hours of 10 a.m. and 3 p.m. 

Copies of such filing also will be 

available for inspection and copying at 

the principal office of FINRA. 

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–FINRA–2008–033 and 

should be submitted on or before 

August 21, 2008. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–17563 Filed 7–30–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–58228; File No. SR–

NASDAQ–2008–013] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Notice of 

Filing of Amendment No. 1 and Order 

Granting Accelerated Approval to 

Proposed Rule Change, as Modified by 

Amendment No. 1, To Adopt Additional 

Initial Listing Standards To List 

Securities of Special Purpose 

Acquisition Companies 

July 25, 2008. 

I. Introduction 

On March 14, 2008, 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 

adopt additional initial listing standards 

to list securities of special purpose 

acquisition companies (‘‘SPACs’’). The 

proposed rule change was published in 

the Federal Register on April 24, 2008.3

The Commission received two comment 


jlentini on PROD1PC65 with NOTICES
Federal Register / Vol. 73, No. 148 / Thursday, July 31, 2008 / Notices 44795 

4See Letters from Messrs. Steven Lofchie and 

Tim Geller, Cadwalader, Wickersham & Taft LLP, 

dated May 14, 2008 (‘‘Cadwalader Letter’’) and 

Mark Connolly, Chair, NASAA Corporate Finance 

Section Committee, North American Securities 

Administrator Association, dated May 15, 2008 

(‘‘NASAA Letter’’). 

5See Letter from Arnold P. Golub, Associate 

General Counsel, The Nasdaq Stock Market LLC, 

dated June 16, 2008 (‘‘Nasdaq Response’’). 

6SPACs raise capital in an IPO to enter into 

future undetermined business combinations 

through mergers, capital stock exchanges, asset 

acquisitions, stock purchases, reorganizations or 

other similar business combinations with one or 

more operating businesses or assets. In the IPO, 

SPACs typically sell units consisting of one share 

of common stock and one or more warrants (or 

fraction of a warrant) to purchase common stock. 

The units are separable at some point after the IPO. 

Management of the SPAC typically receives a 

percentage of the equity at the outset and may be 

required to purchase additional shares in a private 

placement at the time of the IPO. Due to their 

unique structure, SPACs do not have any prior 

financial history like operating companies. 

7Proposed IM–4300–2(a) defines deposit account 

as: (1) A trust account maintained by an 

independent trustee; (2) an escrow account 

maintained by an ‘‘insured depository institution’’

as such term is defined in section 3(c)(2) of the 

Federal Deposit Insurance Act, 12 U.S.C. 1813(c)(2); 

or (3) a separate bank account established by a 

registered broker or dealer. 8Proposed IM–4300–2(b) would exclude any 

deferred underwriters fee and taxes payable on the 

income earned on the deposit account from the 

80% of the value of the deposit account. 9Proposed IM–4300–2(e) would exclude taxes 

payable and amounts distributed to management for 

working capital purposes from the aggregate 

amount in the deposit account. 10Proposed IM–4300–2(e) would allow a SPAC to 

establish a limit (no lower than 10% of the shares 

sold in the IPO) as to the maximum number of 

shares with respect to which any shareholder, 

together with any affiliate or any person with whom 

such shareholder is acting as a group may exercise 

this conversion right. Proposed IM–4300–2(e) 

would exclude officers, directors, the SPAC’s 

sponsor, the founding shareholders, and any Family 

Member (defined in Nasdaq Rule 4200(a)(14)) or 

affiliate of such persons as public shareholder. 

11A blank check company is a development stage 

company that has no specific business plan or 

purpose or has indicated its business plan is to 

engage in a merger or acquisition with an 

unidentified company or companies, other entity, 

or person. 

12See 17 CFR 230.419. 

letters on the proposal.4 On June 16, 

2008, the Exchange responded to the 

comment letters.5 On July 10, 2008, the 

Exchange filed Amendment No. 1. In 

Amendment No. 1, the Exchange 

proposed to: (1) Amend the amount of 

gross proceeds that must be deposited 

from 100% to 90%; (2) clarify the period 

in which the SPAC must complete one 

or more business combinations; and (3) 

require that all listed SPACs contain 

provisions allowing public shareholders 

to convert their shares into cash if they 

vote against a business combination. 

The Commission is publishing this 

notice to solicit comments on the 

proposed rule change, as modified by 

Amendment No. 1, and is approving the 

proposed rule change, as modified by 

Amendment No. 1, on an accelerated 

basis. 

II. Description of Proposal 

The Exchange proposes to adopt a 

new interpretative material to Nasdaq 

Rule 4300 to permit the initial listing of 

securities of SPACs.6 In the past, the 

Exchange has denied initial listings of 

securities of companies without a 

specific business plan or that have 

indicated that their plan is to engage in 

a merger or acquisition with 

unidentified companies. 

Proposed IM–4300–2 would permit 

the Exchange to list securities of SPACs 

under the Exchange’s existing initial 

listing standards, provided certain 

conditions are satisfied. First, at least 

90% of the gross proceeds from the IPO 

and any concurrent sale by the SPAC of 

equity securities must be deposited in a 

deposit account.7 Second, within 36 

months of the effectiveness of the IPO 

registration statement or such shorter 

period that the SPAC specifies in the 

registration statement, the SPAC must 

complete one or more business 

combinations having an aggregate fair 

market value of at least 80% of the value 

of the deposit account 8 at the time of 

the agreement to enter into the initial 

business combination. Third, each 

business combination must be approved 

by a majority of the SPAC’s independent 

directors and approved by a majority of 

the shares of common stock, until the 

SPAC has completed business 

combinations of at least 80% of the fair 

market value of the deposit account at 

the time of the initial business 

combination. Finally, until the SPAC 

has completed business combinations of 

at least 80% of the fair market value of 

the deposit account at the time of the 

initial business combination, each 

public shareholder voting against a 

business combination must have the 

right to convert his or her shares into a 

pro rata share of the aggregate amount 

then in the deposit account 9 if the 

business combination is approved and 

consummated.10 In addition, until the 

SPAC has completed business 

combinations of at least 80% of the fair 

market value of the deposit account at 

the time of the initial business 

combination, it must notify the 

Exchange of each proposed business 

combination. Following each business 

combination, the resulting entity must 

meet the Exchange’s initial listing 

standards to remain listed on the 

Exchange. 

III. Summary of Comments and Nasdaq 

Response 

The Cadwalader Letter supports the 

proposal and suggested that Nasdaq 

require SPACs to notify the public at 

least ten days in advance of a record 

date. The Cadwalader Letter noted that 

certain listed SPACs have not publicly 

announced the record date for 

shareholders to vote on the business 

combination until after passage of the 

record date. The Cadwalader Letter 

noted that the right to vote to approve 

a business combination is central to 

ownership of SPAC securities, due to 

the SPAC’s structure. 

In its response, the Exchange noted 

that other listing markets do not require 

issuers to notify the public of the record 

date of a shareholder meeting in 

advance, either for SPACs or any other 

listed companies. Nasdaq further notes 

that the rules of other markets only 

require disclosure of the record date for 

a meeting of shareholders to the 

exchange, not the public. The Exchange 

believes that any public notification 

requirement should be adopted across 

all listing markets. 

The NASAA Letter opposes the 

proposal. The NASAA Letter notes that 

historically, the structure of blank check 

companies makes the offerings risky for 

investors.11 The NASAA Letter notes 

that while disclosure for blank check 

companies has improved under Rule 

419 under the Securities Act of 1933 

(‘‘Securities Act’’),12 concerns remain 

because investors have to make their 

purchase decision prior to knowledge of 

the make-up of the post-business 

combination company. The NASAA 

Letter further notes that SPAC securities 

have been highly promoted at the IPO 

stage and in aftermarket trading. The 

NASAA Letter concludes that listing 

these securities on the major trading 

markets is inappropriate. 

The Exchange responds that it is 

mindful of the historical concerns 

regarding blank check companies and 

notes that while SPAC securities 

currently could qualify for listing under 

Nasdaq’s listing standards, the Exchange 

has in the past determined not to list 

them due to such concerns. The 

Exchange further notes that the proposal 

would impose additional criteria 

intended to protect investors and that it 

would review each SPAC that applies to 

list and evaluate the reputation of the 

SPAC’s sponsors and underwriters. 

With respect to the NASAA Letter’s 

statement that SPAC securities are 

subject to highly promotional 

marketing, the Exchange responds that 

the offer and sale of SPAC securities are 

subject to Federal securities laws, and 

that broker-dealers who recommend 

these securities are subject to investor 

suitability and ‘‘know your customer’’


jlentini on PROD1PC65 with NOTICES
44796 Federal Register / Vol. 73, No. 148 / Thursday, July 31, 2008 / Notices 

13 In the Nasdaq Response, the Exchange notes 

that, among other things, SPACs typically allow 

investors that vote against the business acquisition 

to convert their shares into a pro rata share of the 

trust or escrow account. As discussed below, 

Nasdaq subsequently amended the proposal to 

require SPACs to provide public shareholders these 

conversion rights. 

14 15 U.S.C. 78f(b)(5). 

15 In approving this proposed rule change, the 

Commission notes that it has considered the 

proposed rules’ impact on efficiency, competition, 

and capital formation. See 15 U.S.C. 78c(f). 

16See proposed Nasdaq IM–4300–2. SPAC 

securities could qualify for initial listing under the 

Nasdaq Global Select Market, Nasdaq Global 

Market, or the Nasdaq Capital Market. 

17The Commission notes that depending on 

which Nasdaq listing market the SPAC securities 

are initially listed, the securities would need to 

comply with the applicable continued listing 

standards. 

18This amount excludes the amount of any 

deferred underwriting fee and taxes payable on the 

income earned on the deposit account. 

19See 17 CFR 230.419. Rule 419 applies to blank 

check companies issuing penny stock as defined 

under Rule 3a51–1(a)(2) of the Act. See 17 CFR 

240.3a51–1(a)(2). Rule 419 is not applicable to 

SPAC securities. See Securities Act Release No. 

7024 (October 25, 1993), 58 FR 58099 (October 29, 

1993). 

20See Nasdaq Rule 4300. In the Nasdaq Response, 

the Exchange states that it will evaluate the 

reputation of the SPAC’s sponsors and underwriters 

under Nasdaq Rule 4300 to determine whether 

initial listing is appropriate. 

requirements of the self-regulatory 

organizations.13

IV. Discussion 

The Commission finds that the 

proposed rule change is consistent with 

the requirements of the Act and the 

rules and regulations thereunder 

applicable to a national securities 

exchange and, in particular, the 

requirements of section 6(b) of the Act 

and the rules and regulations 

thereunder. Specifically, the 

Commission finds that the proposal is 

consistent with section 6(b)(5) of the 

Act,14 which requires that an exchange 

have rules designed, among other 

things, to promote just and equitable 

principles of trade, to remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system, to protect 

investors and the public interest, and to 

not permit unfair discrimination 

between customers, issuers, brokers, or 

dealers.15

The development and enforcement of 

adequate standards governing the initial 

listing of securities on an exchange is an 

activity of critical importance to 

financial markets and the investing 

public. Listing standards, among other 

things, serve as a means for an exchange 

to screen issuers and to provide listed 

status only to bona fide companies that 

have or, in the case of an IPO, will have 

sufficient public float, investor base, 

and trading interest to provide the depth 

and liquidity necessary to promote fair 

and orderly markets. Adequate 

standards are especially important given 

the expectations of investors regarding 

exchange trading and the imprimatur of 

listing on a particular market. 

SPACs are companies that raise 

capital in IPOs, with the purpose of 

purchasing operating companies or 

assets within a certain time frame. The 

proceeds of the IPOs are placed in an 

escrow account during this period. 

SPACs usually require a majority of 

shareholders to approve any business 

combination. If shareholders do not 

approve a deal within the relevant time 

frame, shareholders generally have the 

option to demand their investment be 

returned from the escrow account. 

Management of the SPAC typically 

invests its own money in the SPAC—

typically 2% to 4%—which generally is 

forfeited if a business combination is 

not consummated. If a business 

combination is consummated, 

management typically receives up to a 

20% interest in the resulting company. 

The securities sold in the IPO generally 

consist of a unit made up of one share 

of common stock and a warrant (or 

fraction of a warrant) to purchase 

common stock. The common stock and 

warrants may be traded separately after 

the IPO. 

The proposal would permit Nasdaq to 

reverse its historical practice of not 

listing securities of SPACs; as proposed, 

Nasdaq would list securities of SPACs 

that meet Nasdaq’s initial listing 

standards and the proposed additional 

initial listing criteria. The Commission 

believes that the Exchange’s proposed 

initial listing standards to list SPAC 

securities are consistent with the 

requirements of the Act, including the 

protection of investors and the 

promotion of fair and orderly markets. 

SPACs that list securities on Nasdaq 

would have to meet Nasdaq’s current 

initial listing standards.16 In addition, 

SPACs that list securities on Nasdaq 

would need to comply with the 

proposed additional conditions.17

First, the SPAC must deposit at least 

90% of the IPO proceeds and any 

concurrent sale in a deposit account. 

Second, the SPAC must complete, 

within 36 months of the effectiveness of 

the IPO registration statement or such 

shorter period as specified in the 

registration statement, one or more 

business combinations that have a fair 

market value equal to at least 80% of the 

deposit account at the time of the initial 

business combination.18 Third, until the 

SPAC has completed one or more 

business combinations that have a fair 

market value of at least 80% of the 

deposit account at the time of the initial 

business combination, each business 

combination must be approved by a 

majority of the SPAC’s independent 

directors and a majority of the shares of 

the common stock. Finally, until the 

SPAC has completed one or more 

business combinations that have a fair 

market value of at least 80% of the 

deposit account at the time of the initial 

business combination, public 

shareholders who vote against a 

business combination have the right to 

convert their shares to cash if the 

business combination is approved and 

consummated. Moreover, following 

each business combination, the 

combined entity must meet Nasdaq’s 

initial listing standards to remain listed. 

The Commission notes that some of 

the proposed requirements, such as the 

deposit account requirement and the 

public shareholder conversion rights, 

are similar in some respects to the 

investor protection measures contained 

in Rule 419 under the Securities Act.19

The Commission believes that these 

proposed investor protection 

requirements would provide additional 

safeguard for investors who invest in 

SPAC securities. The proposed initial 

listing standards would require that 

SPACs allow public shareholders to 

convert their shares to cash if they vote 

against a business combination. The 

Commission believes that the 

conversion rights will help to ensure 

that public shareholders who disagree 

with management’s decision with 

respect to a business combination have 

adequate remedies. Moreover, the 

Commission believes that the proposal 

to require that a majority of the 

independent directors approve a 

business combination should help to 

ensure that a business combination is 

entered into by the SPAC after a fair and 

impartial decision. Finally, the 

Commission believes that requiring 

satisfaction of Nasdaq’s initial listing 

quantitative standards following each 

business combination would help to 

ensure that trading in the securities of 

the combined entity is consistent with 

the maintenance of fair and orderly 

markets and investor expectations. 

The Commission believes that these 

safeguards should help to ensure that 

SPACs that list securities on Nasdaq 

will have taken certain additional steps 

to address investor protection and other 

matters. The Commission expects 

Nasdaq to thoroughly review potential 

listings of SPAC securities to ensure that 

its initial listing standards have been 

met.20


jlentini on PROD1PC65 with NOTICES
Federal Register / Vol. 73, No. 148 / Thursday, July 31, 2008 / Notices 44797 

21See Amex Company Guide Sections 502 and 

703 and NYSE Listed Company Manual Section 

401.02. 

22See NYSE Listed Company Manual Section 

102.06. 

23See id. 

24 15 U.S.C. 78s(b)(2). 

25 15 U.S.C. 78s(b)(2). 

26 17 CFR 200.30–3(a)(12). 

As discussed above, the Commission 

received two comment letters on the 

proposal, one in favor and one in 

opposition. The Cadwalader Letter, 

while supporting the proposal, urges the 

Exchange to require SPACs to publicly 

disclose the record date for shareholders 

to vote on the business combination ten 

days prior to such date. The 

Commission notes that while exchanges 

have rules requiring listed issuers to 

notify the exchanges of their record date 

for shareholder meetings, there are no 

similar rules requiring listed issuers to 

notify the public of such record date in 

advance.21 Further, the Commission 

notes that Rule 419 under the Securities 

Act does not require blank check 

companies to publicly notify their 

shareholders of the record date for a 

shareholders vote. The Commission 

believes that any consideration of a 

public notice requirement of record 

dates should be conducted outside the 

context of a particular SRO rule filing. 

The NASAA Letter, as summarized 

above, opposes the proposal due to the 

historical abuses of blank check 

companies. The Exchange states that it 

would conduct a regulatory review of 

each SPAC that applies to list securities 

on the Exchange. Further, the Exchange 

states that it would evaluate the 

reputation of the SPAC’s sponsors and 

underwriters to determine whether 

initial listing is appropriate. Moreover, 

the Exchange amended the proposal to 

include conversion rights for public 

shareholders, should they vote against a 

business combination. The Commission 

believes that the additional investor 

protection standards, in addition to 

Nasdaq’s initial listing standards, 

should help to ensure that investors are 

adequately protected. 

V. Accelerated Approval 

The Commission finds good cause for 

approving the proposed rule change, as 

modified by Amendment No. 1, before 

the thirtieth day after the date of 

publication of notice of filing thereof in 

the Federal Register. In Amendment 

No. 1 the Exchange proposed to: (1) 

Amend the amount of gross proceeds 

that must be deposited from 100% to 

90%; (2) clarify the period in which the 

SPAC must complete one or more 

business combinations; and (3) require 

that all listed SPACs contain provisions 

allowing public shareholders to convert 

their shares into cash if they vote 

against a business combination. The 

Commission believes that Amendment 

No. 1 raises no new or novel regulatory 

issues. The Commission notes that the 

amendment to the amount of the deposit 

account is consistent with Rule 419 

under the Securities Act and NYSE 

initial listing standards for SPAC 

securities.22 The Exchange also clarified 

the time period in which SPACs must 

complete business combinations. 

Finally, the Commission notes that the 

public shareholder conversion right is 

consistent with the NYSE initial listing 

standards for SPAC securities and 

provides further investor protections for 

investors in SPAC securities.23 The 

Commission finds that the filing, as 

modified by Amendment No. 1, is 

consistent with the protection of 

investors and the public interest. 

Accordingly, the Commission finds 

good cause, consistent with section 

19(b)(2) of the Act,24 to approve the 

proposed rule change, as modified by 

Amendment No. 1, on an accelerated 

basis. 

VI. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the filing, as 

modified by Amendment No. 1, is 

consistent with the Act. 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 e-mail to rulecomments@sec.gov. Please include File 

Number SR–NASDAQ–2008–013 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–2008–013. This 

file number should be included on the 

subject line if e-mail 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 Web site (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 inspection and copying in 

the Commission’s Public Reference 

Room, 100 F Street, NE., Washington, 

DC 20549, on official business days 

between the hours of 10 a.m. and 3 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–2008–013 and 

should be submitted on or before 

August 21, 2008. 

VII. Conclusion 

Based on the foregoing, the 

Commission finds the proposal is 

consistent with the requirements of the 

Act and should provide for the initial 

listing of securities of SPACs with 

baseline investor protection and other 

standards. 

It is therefore ordered, pursuant to 

section 19(b)(2) of the Act,25 that the 

proposed rule change, as modified by 

Amendment No. 1 (SR–NASDAQ–2008–

013) is hereby approved on an 

accelerated basis. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.26

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–17502 Filed 7–30–08; 8:45 am] 

BILLING CODE 8010–01–P 

SMALL BUSINESS ADMINISTRATION 

[Disaster Declaration # 11308] 

Illinois Disaster Number IL–00016 

AGENCY: U.S. Small Business 

Administration. 

ACTION: Amendment 2. 

SUMMARY: This is an amendment of the 

Presidential declaration of a major 

disaster for Public Assistance Only for 

the State of Illinois (FEMA–1771–DR), 

dated 06/24/2008. 

Incident: Severe Storms and Flooding. 

Incident Period: 06/01/2008 and 

continuing. 


jlentini on PROD1PC65 with NOTICES