• Index Fund Shares (non-6c-11 ETFs)
• Exchange-Traded Notes
• Managed Fund Shares (Active ETFs)
• Portfolio Depositary Receipts
• Selected Equity-Linked Debt Securities (SEEDS)
• Trust Issued Receipts
• Index-Linked Exchangeable Notes
• Equity Gold Shares
• Trust Certificates
• Commodity-Based Trust Shares
• Currency Trust Shares
• Commodity Index Trust Shares
• Commodity Futures Trust Shares
• Partnership Units
• Trust Units
• Managed Trust Securities
• Currency Warrants
• Index Warrants

Please contact Nasdaq Listing Qualifications at +1 301 978 8008 with questions about the listing of products not listed above.

Nasdaq Listing Rules have specific measures designed to help ensure that listed securities will attract market attention and develop sufficient public float, investor base, and trading interest to provide the depth and liquidity necessary to promote fair and orderly trading. 

Recently, there have been instances of unusually high price spikes immediately following the pricing of certain initial public offerings (IPOs) on U.S. exchanges. In many instances, the IPO securities that are the subject of these extreme price spikes then experience price declines to a level at or below the offering price.  The phenomenon, among many things, may be attributable to the lack of liquidity and/or supply in the opening trade, or in continuous trading on the day of, or days immediately following, the listing.  As such, Nasdaq may ask additional questions about the allocation of shares in an IPO to help confirm that the underlying objective of these Listing Rules is satisfied.

Specifically, on a case-by-case basis, Nasdaq may request that companies and their underwriters provide an expected allocation list, describing the names and locations of investors anticipated to receive shares in the allocation, along with a representation as to whether there are any formal or informal policies that could prevent shares allocated to these accounts from being available to trade on the first day of trading.  In addition, Nasdaq may ask the company to represent that the company and its affiliates are not parties to any scheme or arrangement through which shareholders and potential shareholders are being loaned or given money to purchase shares in the IPO, and that the company is not aware of any such arrangement even if not a party to it.

In cases where Nasdaq has requested these expected allocation lists, Nasdaq will also request information about the final allocation before it certifies the company’s Form 8-A filed with the SEC.  In addition, promptly following pricing, the underwriters and syndicate firms will be required to provide account-level information about the recipient of shares.

In reviewing the information provided, and in determining whether to approve the listing and certify the Form 8-A, Nasdaq will consider the concentration of shareholding in the IPO, any restrictions the shares may be subject to on the first day of trading, geographic location of the accounts, and any regulatory concerns identified with any underwriter, syndicate or selling group member, or accounts' allocated shares.

The Nasdaq Global Select Market is a tier of The Nasdaq Stock Market LLC, which has the highest initial listing standards of any stock market in the world. Companies listed on the Global Select Market must meet financial and liquidity requirements and satisfy corporate governance and disclosure requirements on both an initial and ongoing basis.

The same continued listing requirements apply to companies on the Nasdaq Global Select Market and the Nasdaq Global Market.

The Nasdaq Global Market, including the Nasdaq Global Select segment, is the successor to the Nasdaq National Market. As such, Nasdaq believes that all securities listed on the Nasdaq Global Market, including those on the Nasdaq Global Select Market, are ''covered securities,'' as that term is defined in Section 18(b) of the Securities Act of 1933.

At any time, a company currently listed on the Nasdaq Global Market can submit a transfer application to move its securities to the Nasdaq Global Select.  There are no application or entry fees associated with this application, which is available electronically through the Listing Center.

For detailed information on Nasdaq listing standards see the Initial Listing Guide and the Continued Listing Guide.

• The reasons why the company uses a VIE structure for its business(es);
• Whether the company has a plan to unwind or dissolve the VIE structure in the future, especially if restrictions on foreign ownership are eased or lifted;
• Whether there is a legally enforceable power of attorney or similar document that confers upon the company all legal rights of the VIE(s), including the right to all economic benefits and the ability to exercise control over the VIE’s operations, assets and employees;
• Whether the company has obtained legal opinions from local counsel regarding, among other things: (i) the legality of the VIE structure under applicable law and regulations; (ii) the enforceability of the contractual arrangements that underlie the VIE structure; and (iii) whether the successors or assignees of the VIE’s shareholder(s) are bound by and subject to the VIE contracts;
• Whether there are any government or regulatory rulings relevant to the use and legality of the company’s VIE structure(s) and whether there are any objections or concerns raised by governmental entities or regulatory authorities regarding the use of a VIE structure;
• Whether the company has obtained all necessary government and regulatory approvals to operate the VIE business(es); Whether the VIE structure allows the company to consolidate the financial results of the VIE(s) under applicable accounting principles;
• Whether any of the VIE shareholders are also officers, directors or employees of the company or any subsidiary and, if so, a description of any arrangements or structures to address conflicts of interest that may arise under such circumstances;
• Whether the company is required to and has the ability to repatriate revenues generated by, or amounts advanced to, the VIE business(es).

Ordinarily a SPAC will acquire an operating business and, if there is any failure to demonstrate compliance with the initial listing requirements at that time, Nasdaq would initiate proceedings to delist the combined entity. That entity could appeal the delisting notice and may remain listed during the appeal process. If the entity demonstrates compliance with the initial listing requirements during the pendency of the appeal, the appeal generally would become moot and the combined entity would be allowed to remain listed.

However, Nasdaq has also observed that certain SPACs may structure their transaction where the target operating business acquires the SPAC or a new entity is formed to acquire both the SPAC and the target operating business. In these cases, the new entity will be a new Registrant with the SEC and will seek to initially list at the time of the business combination; the currently listed SPAC will cease to exist as a separate entity. Because a new entity is seeking listing and Nasdaq would be required to certify to the SEC that this entity meets all listing requirements before listing the entity, Nasdaq is unable to list the combined entity until it demonstrates compliance with all applicable initial listing requirements. As such, in these instances, the combined entity would not be listed after the business combination if it has not demonstrated compliance with all initial listing requirements, including the minimum round lot shareholders requirement.

It should be noted that in many instances SPACs completing business combinations have difficulty verifying the number of round lot shareholders in a timely manner given the challenges involved in determining shareholder numbers generally and the additional complications that result from the ability of SPAC shareholders to redeem their holdings for cash at the time of the business combination. Please see FAQ #1415 which discusses how Nasdaq determines compliance with the minimum round lot shareholder requirement for initial listing.

Please refer to the Initial Listing Guide for the current Entry and Annual Fee Schedule.

Nasdaq's formal name, which should be included in SEC filings that ask for the name of the exchange where the company is, or will be, listed or registered, is The Nasdaq Stock Market LLC.

Nasdaq calculates a company’s Market Value of Unrestricted Publicly Held Shares by multiplying the number Unrestricted Publicly Held Shares by the offering price of the common stock (or common stock equivalent) included in the units. For these purposes, Nasdaq attributes a value of $.125 for each “plain vanilla” warrant that is at- or out-of-the-money included in the unit. For warrants that are in the money or contain price protection or any other structured provisions that increase the potential dilution in the transaction, Nasdaq will attribute a value to each warrant equal to, or greater than, the value determined based on the Black Scholes model. 

For example, a unit is offered at $5.00 per unit and is structured to include one share of common stock and one warrant exercisable for $5.00.  For purposes of calculating the Market Value of Unrestricted Publicly Held Shares, Nasdaq would multiply the number of Unrestricted Publicly Held Shares by $4.875 ($5.00-$0.125). If this was a public offering for 3 million units, and there were no other Unrestricted Publicly Held Shares before the offering, then the offering size would be $15 million but the company’s Market Value of Unrestricted Publicly Held Shares would be $14,625,000.

Nasdaq has observed that certain companies enter into agreements (sometimes referred to as a forward purchase agreements) in connection with their initial listing whereby the investor purchases shares prior to the company’s initial listing on Nasdaq and the company commits to reimburse the investor for the purchase price at a future time (after the initial listing on Nasdaq) if the trading price of the security is below its purchase price. In such circumstances, the investor would suffer a loss from trading below certain thresholds, but would be able to recoup the purchase price by withholding from trading.  These agreements take various forms, including different trigger prices and time frames, but in all cases provide an economic disincentive for the investor to sell the security in certain circumstances.  While such agreements are not prohibited, Nasdaq, generally, would treat such economic resale disincentives as a resale restriction for purposes of determining whether the securities are Restricted Securities as defined in Rule 5005(a)(38). 

Traditional non-convertible corporate bonds, issued in denominations of $1,000 or more and assigned a fixed income CUSIP by the CUSIP Bureau, are listed on the Nasdaq Bond Exchange pursuant to Nasdaq Rule 5702.

"Baby Bonds" are debt securities that are issued in smaller denominations than non-convertible corporate bonds (typically $25) and assigned an equity CUSIP by the CUSIP Bureau.  These securities trade "flat" (i.e., purchasers will not pay and sellers will not receive any accrued and unpaid interest on the bonds that is not included in the trading price), much like a preferred stock.  Baby Bonds are listed on the Nasdaq Global Market pursuant to Nasdaq Rule 5730. See FAQ 1806 for more information. 

Yes. "Baby Bonds" are debt securities that are issued in smaller denominations than non-convertible corporate bonds (typically $25) and assigned an equity CUSIP by the CUSIP Bureau.  These securities trade "flat" (i.e. purchasers will not pay and sellers will not receive any accrued and unpaid interest on the bonds that is not included in the trading price), much like a preferred stock.  Baby Bonds are listed on the Nasdaq Global Market pursuant to Nasdaq Rule 5730.

Under Rule 5730, the issuer of a Baby Bond must be listed on the Nasdaq Global Select Market, the Nasdaq Global Market or the New York Stock Exchange or be an affiliate of a company listed on the Nasdaq Global Select Market, the Nasdaq Global Market or the New York Stock Exchange. In addition, the issuer must also meet heightened asset, net income, and equity tests and the Baby Bond must have a minimum aggregate market value or principal amount of at least $4 million.

SEC rules and the Sarbanes-Oxley Act impose heightened obligation on the CFO of a public company, including the requirement to certify the company's periodic financial statements.  Given the importance of this role and the complexities of the accounting rules and practices related to ongoing businesses operations, Nasdaq expects listed operating companies to employ a full-time CFO.

Foreign Issuers: Non-U.S. companies that are not Foreign Private Issuers are generally subject to all of Nasdaq’s corporate governance requirements as set forth in the Listing Rule 5600 Series. However, special rules may apply with respect to the quorum and voting rights requirements.

Companies listed on Nasdaq must complete an application to list a new class of securities.  The application can be made through The Nasdaq Listing Center.   Direct any questions about this to Nasdaq Listing Qualifications.