Nasdaq Adopts Enhanced SPAC IPO Listing Standards Under Both Global Market and Capital Market Tiers

On April 15, 2026, The Nasdaq Stock Market LLC (Nasdaq) filed a proposed rule change (SR-NASDAQ-2026-033) with the U.S. Securities and Exchange Commission (the SEC) to increase initial listing requirements for special purpose acquisition companies (SPACs), which Nasdaq refers to as “Acquisition Companies.” On April 22, 2026, the SEC published a notice of filing and immediate effectiveness of the proposed rule change (Release No. 34-105291). Although the rule change is technically “proposed,” Nasdaq has taken advantage of a process that enables the rule change to automatically become effective upon filing by Nasdaq and to become operative 30 days after filing. Accordingly, the new listing standards will become operative on May 15, 2026.

The rule change marks another step in Nasdaq’s ongoing effort to recalibrate SPAC listing standards in light of market developments.¹ The new rule change:

• Increases the minimum market value threshold for SPACs listing on the Nasdaq Global Market
• Establishes a new, SPAC-specific listing standard for the Nasdaq Capital Market
• Increases public shareholder, public float, and market maker requirements for Capital Market listings
• Further aligns Nasdaq’s SPAC listing standards with those of the NYSE and NYSE American

Background

A SPAC is a blank check company formed to raise capital in an initial public offering and to complete a merger or other business combination with one or more operating businesses. SPACs have no operating history at the time of listing and therefore cannot satisfy traditional financial listing standards based on income, revenue, or equity.

Historically, many SPACs listed on the Nasdaq Capital Market due to lower fees and more flexible distribution requirements. More recently, Nasdaq observed a shift toward listings on the Nasdaq Global Market, coupled with changes in accounting practices, that affected SPAC balance sheets and, in some cases, limited their ability to meet existing equity-based standards.

Against this backdrop, Nasdaq is now raising the bar across both listing tiers.

Nasdaq frames the rule changes as a measure to promote investor protection and support fair and orderly markets. In particular, Nasdaq believes that higher listing thresholds will help ensure that SPACs come to market with sufficient scale, investor participation, and liquidity. 

Nasdaq also emphasizes the structural differences between SPACs and operating companies. Investors in SPACs are effectively investing in a pool of capital held in trust and relying on management to identify and execute a future business combination, which represents different risks than investing in an operating company. For that reason, Nasdaq believes tailored listing standards are appropriate.

The rule change also reflects Nasdaq’s recent experience with SPAC listings and broader market developments, including accounting changes that have affected SPAC financial presentation and listing eligibility.

Nasdaq Global Market

Nasdaq has adopted a straightforward but meaningful change to SPAC listings on the Global Market by increasing the minimum size threshold. Currently, under Nasdaq Rule 5405(b)(3), SPACs generally list under the Market Value Standard with a minimum Market Value of Listed Securities (MVLS) of $75 million. The amendment to Rule 5405(b)(3)(A) raises that threshold to $100 million.

“Market Value of Listed Securities” refers to the total expected value of a company’s listed shares at the time of listing, typically calculated based on the IPO price multiplied by the number of shares issued.

Typically, SPACs have a dual-class structure such that the founder shares acquired by the sponsor thereof are a different class. Accordingly, the Market Value of Listed Securities is the market value of the shares issued to the public in the IPO plus any shares of the publicly traded class acquired by the sponsor, underwriter, or other third parties in a concurrent private placement to provide the SPAC with funds outside of its trust account to pay expenses. While the change is narrow, the practical impact is clear, as the vast majority of the Market Value of Listed Securities is derived from the IPO proceeds. Smaller SPAC offerings that might previously have qualified for the Global Market may now need to increase deal size or consider alternative listing venues.

Nasdaq Capital Market

The changes for the Nasdaq Capital Market are more extensive. Under current rules, SPACs typically qualify for listing under the general Market Value of Listed Securities Standard set forth in Nasdaq Rule 5505(b)(2). The rule change eliminates that pathway entirely and replaces it with a new SPAC-specific listing standard under new Rule 5505(b)(4). In addition, Nasdaq will amend Listing Rule 5505(a)(3) to require that SPACs listing on the Capital Market have a minimum of 400 public shareholders.

Under the new rule, a SPAC listing on the Capital Market will be required to satisfy the following:

Taken together, these changes will materially raise the size, distribution, and liquidity thresholds for Nasdaq Capital Market listings. The Market Value of Unrestricted Publicly Held Shares (MVUPHS) refers to the value of shares held by public investors, excluding insiders and large shareholders, and is typically measured based on the offering price at listing. This will exclude any shares purchased in the concurrent private placement described above as such shares are not held by the public and are also restricted under the Securities Act since they are issued in a private placement.

In effect, the rule change narrows the gap between Nasdaq’s Capital Market and Global Market tiers, leaving less room for smaller SPACs to access Nasdaq under a lower bar.

Timing of Effectiveness

The rule change became effective upon filing on April 15, 2026 and will become operative on May 15, 2026. Although the rule change is immediately effective, the SEC retains the authority to suspend the rule change within 60 days of the filing if it believes doing so is warranted; in that event, it must then decide whether to approve or disapprove the proposal. During the interim period prior to the operative date, SPACs may continue to qualify under the existing rules.

The SEC is soliciting comments from interested persons on the rule change. Comments must be received within 21 days after publication of the notice in the Federal Register, which was published on April 27, 2026.

Implications

For SPAC sponsors, the takeaway is straightforward: Nasdaq is raising entry thresholds and tightening listing requirements.

Higher market value requirements may necessitate larger IPOs. However, the practical impact may be minimal. We note that, based upon data from SPACInsider, 61 SPAC IPOs closed in the first quarter of 2026, with only one such IPO below $100 million in gross proceeds. In the fourth quarter of 2025, only four out of 50 SPAC IPOs had gross proceeds below $100 million. As $100 million would satisfy the MVLS requirements for both the Nasdaq Global Market and Nasdaq Capital Market, as well as the new MVUPHS requirement for the Nasdaq Capital Market, such increased requirements are unlikely to result in a significant decrease in the volume of SPAC IPOs. An increased number of shareholder and market maker requirements may have a greater impact by requiring more deliberate pre-IPO investor outreach and syndication efforts.

Nevertheless, from the perspective of a target business considering a potential de-SPAC transaction, bigger is not always better. With redemption rates continuing to be high — a majority of de-SPAC approval votes had greater than 90% redemptions in the six months ended March 31, 2026, and approximately 75% had redemption levels in excess of 80% during such period² — a larger SPAC IPO size is likely to bring greater dilution from the greater number of warrants or rights and greater number of founder shares and securities purchased in the private placement concurrent with the IPO relative to a smaller SPAC IPO size without a corresponding increase in proceeds from the trust account made available to the surviving company.

Sponsors currently in the IPO pipeline should take a close look at timing. The 30-day transition window may create a limited opportunity to proceed under existing rules, but deals that extend beyond that window will need to be structured with the new requirements in mind.

Conclusion

Nasdaq’s rule change represents a tightening of SPAC listing standards and signals a continued shift toward larger, more broadly distributed offerings. While the core SPAC model remains unchanged, the pathway to listing on Nasdaq is becoming more demanding for smaller SPAC IPOs.

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1. ^[1] Nasdaq has previously amended its SPAC framework, including in July 2024 (SR-NASDAQ-2024-038), to revise Listing Rules 5810 and 5815 and IM-5101-2 to require immediate suspension and delisting of SPACs that fail to complete a business combination within 36 months or satisfy post-combination initial listing requirements, eliminate the automatic stay of suspension pending appeal, and limit Hearings Panel review to factual error (operative October 7, 2024), and in December 2025 (SR-NASDAQ-2025-066) to amend Listing Rules 5005(a)(39), 5315(e)(4), 5405(a)(4), and 5505(a)(5) to align the treatment of certain de-SPAC transactions involving SPACs previously listed on a national securities exchange with IPOs by excluding them from the reverse merger definition and minimum average daily trading volume requirements when conducted pursuant to an effective registration statement and with standard SPAC redemption features. ↩

2. ^[2] Source: SPACInsider. Percentages are of the shares outstanding as of IPO rather than shares outstanding as of the vote, such that the percentages reflect the impact of earlier redemption votes in connection with extensions of the SPAC’s deadline to consummate a business combination. ↩

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