New Nasdaq Rule Appears Intended to Bring SPACs Back to the Nasdaq Capital Market

On April 22, 2026, the Securities and Exchange Commission (SEC) approved amendments to Nasdaq rules that increase the initial listing requirements for special purpose acquisition companies (SPACs). In proposing the amendments, Nasdaq noted that its proposal is driven by the recent trend of SPACs seeking to list on the Nasdaq Global Market (instead of the Nasdaq Capital Market as they historically did), due partly to SEC accounting guidance regarding the treatment of warrants issued by SPACs that has caused SPACs to adopt different accounting practices, resulting in insufficient equity to qualify for initial listing on the Nasdaq Capital Market under existing standards. Under the Nasdaq Global Market listing standards, a SPAC may list under the exchange’s general listing standards or an alternative standard specific to SPACs (the “alternative SPAC listing standards”).

For the Nasdaq Global Market, the amendments increase the minimum market value of listed securities required for a SPAC to list (under the “market value standard” of the exchange’s general listing standards) from $75 million to $100 million—the same threshold already applicable under the alternative SPAC listing standards. This threshold is also consistent with the approach taken by the New York Stock Exchange (NYSE), though, unlike companies listing under the alternative SPAC listing standards or the NYSE requirements (which both permit 300 shareholders), SPACs listing under the Nasdaq Global Market’s general listing standards would continue to be required to have 400 shareholders.

For the Nasdaq Capital Market, the amendments exclude SPACs from the exchange’s pre-existing “market value of listed securities standard,” which includes an equity component, and instead adopt a special “market value of listed securities standard” for SPACs. The special standard applicable to SPACs requires: (i) a market value of listed securities of at least $75 million; (ii) a market value of unrestricted publicly held shares of at least $20 million; and (iii) at least four registered and active market makers—requirements that are the same as the preexisting requirements for SPACs under Nasdaq Global Market’s general listing standards and consistent with NYSE American’s requirements. The amendments also require that SPACs listing on the Nasdaq Capital Market have a minimum of 400 public shareholders, compared to the 300 shareholders required of other companies.

The amendments will not become operative until May 22, 2026. SPACs that list before then will continue to qualify based on the preexisting rules.