Nasdaq is moving to make it harder for special purpose acquisition companies to come to market on its boards, with a filing that would lift the size thresholds needed for an initial listing. According to the notice filed with the Securities and Exchange Commission on April 22, the exchange wants to tighten the rules that govern SPAC admissions on the Nasdaq Global Market and the Nasdaq Capital Market, citing the unusual balance-sheet structure of these vehicles and the way they have increasingly gravitated towards higher-tier listings.

The proposal comes after a shift in SPAC behaviour that market lawyers say has been building for some time. Historically, many blank-cheque companies chose the Capital Market because it was cheaper and carried lighter distribution requirements. More recently, however, a growing number have pursued the Global Market instead, in part because a 2021 SEC staff statement pushed SPACs towards accounting treatment that left many of them short of the equity levels needed for a Capital Market debut. Because SPACs have no operating business in the conventional sense, they typically cannot rely on the income or equity tests used for other issuers and instead must qualify on market-value standards.

Nasdaq’s move also sits within a broader effort to toughen listing and continued-listing standards across the exchange. In September 2025, Nasdaq said it was proposing wider changes aimed at strengthening capital formation, investor protection and market integrity, including a higher minimum market value of public float for certain new listings and a faster delisting process for companies that fall below a market-value floor. In a question-and-answer session at the time, Nasdaq executive John Zecca said the changes were intended to address liquidity and trading concerns and to impose tighter limits on minimum offering size and capital raises.

Law firms following the latest SPAC proposal say the exchange appears to be trying to steer these companies back towards the Capital Market by creating a SPAC-specific standard there, while also raising the bar for Global Market listings. Goodwin said the amendments would increase the minimum market value threshold for SPACs seeking the Global Market and would add a dedicated standard for the Capital Market, while also strengthening public shareholder, public float and market-maker requirements. Sichenzia Ross Ference Carmel said the draft would lift the minimum market value of listed securities for SPACs on the Global Market to at least $100 million, while preserving the 400-shareholder requirement.

If adopted, the rule changes would mark another step in Nasdaq’s attempt to reshape the SPAC market after several years in which listing dynamics were distorted by regulatory and accounting changes. Ropes & Gray said the proposal appears designed to draw SPACs back to the Capital Market, where Nasdaq has long expected many of them to list, rather than allowing them to migrate upward to a market tier that was never built around their financial profile.

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Source: Noah Wire Services