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Frequently Asked Questions
  What steps should a Special Purpose Acquisition Company (SPAC) take when it determines to complete a business transaction?
Identification Number 1695

When a SPAC determines to complete a business combination it must notify Nasdaq of its intention as provided for under Listing Rule IM-5101-2. This should be done by logging on to The Listing Center and completing and submitting the form entitled Listing Application - For Companies Conducting a Business Combination that Results in a Change of Control.

Please note that IM-5101-2 requires that following such a business combination the combined company must meet the requirements for initial listing. In response to your submission of the application, Nasdaq staff will conduct a review to determine if at the time of the closing of the business combination the Company will meet the initial listing requirements, including the required minimum number of round lot shareholders and the requirement that at least half of the required number of round lot shareholders hold at least $2,500 worth of stock.

In the case of transaction where the SPAC acquires the target company, if the post-transaction company does not meet the requirements for initial listing following a business combination Nasdaq will issue a Staff Delisting Determination under Rule 5810 to delist the Company's securities. The Company can appeal this delisting determination to a Nasdaq Hearings Panel, which will stay the delisting until the Panel makes its decision. 

Please see FAQ 1416 regarding transactions where the target company acquires the SPAC and a new registrant is applying to list on Nasdaq.

 
Publication Date*: 5/15/2023 Mailto Link Identification Number: 1695
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