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Frequently Asked Questions
  What is the effect on the listing process of structuring a business combination of a Special Purpose Acquisition Company ("SPAC") with an operating business by creating a new Registrant rather than having the SPAC acquire the operating business?
Identification Number 1416

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.

Publication Date*: 8/18/2017 Mailto Link Identification Number: 1416
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