Notice2025-10446
Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending the NYSE American Company Guide To Specify That the Exchange Will Immediately Suspend Trading in Any SPAC That Becomes Subject to Delisting for Failure To Complete a Business Combination Within the Required Period
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
June 10, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 110 (Tuesday, June 10, 2025)</title>
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[Federal Register Volume 90, Number 110 (Tuesday, June 10, 2025)]
[Notices]
[Pages 24453-24455]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-10446]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-103190; File No. SR-NYSEAMER-2025-30]
Self-Regulatory Organizations; NYSE American LLC; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change Amending the
NYSE American Company Guide To Specify That the Exchange Will
Immediately Suspend Trading in Any SPAC That Becomes Subject to
Delisting for Failure To Complete a Business Combination Within the
Required Period
June 4, 2025.
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (``Act''),\2\ and Rule 19b-4 thereunder,\3\ notice is hereby given
that on June 3, 2025, NYSE American LLC (``NYSE American'' or the
``Exchange'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I and II
below, which Items have been prepared by the Exchange. The Commission
is publishing this notice to solicit comments on the proposed rule
change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend Section 119 of the NYSE American LLC
Company Guide (``Guide'') to specify that the Exchange will immediately
suspend trading in any special purpose acquisition company (``SPAC'')
listed under Section 119 that becomes subject to delisting under the
provision of Section 119(b) requiring that, within 36 months of the
effectiveness of its initial public offering registration statement, or
such shorter period that the company specifies in its registration
statement, the SPAC must complete one or more business combinations
having an aggregate fair market value of at least 80% of the value of
the deposit account (excluding any deferred underwriter's fees and
taxes payable on the income earned on the deposit account) at the time
of the agreement to enter into the initial combination. The Exchange
also proposes to adopt proposed new Section 1003(j) of the Guide to
specify that delisting provisions specific to companies listed under
Section 119 can be found in Section 119(f). The proposed rule change is
available on the Exchange's website at <a href="http://www.nyse.com">www.nyse.com</a>, at the principal
office of the Exchange, and at the Commission's Public Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the self-regulatory organization
included statements concerning the purpose of, and basis for, the
proposed rule change and discussed any comments it received on the
proposed rule change. The text of those statements may be examined at
the places specified in Item IV below. The Exchange has prepared
summaries, set forth in sections A, B, and C below, of the most
significant parts of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change
1. Purpose
Section 119 of the Guide sets forth the requirements for listing of
a SPAC on the Exchange. Among these requirements, Section 119(b)
provides that, within 36 months of the effectiveness of its initial
public offering registration statement, or such shorter period that the
company specifies in its registration statement, the SPAC must complete
one or more business combinations having an aggregate fair market value
of at least 80% of the value of the deposit account (excluding any
deferred underwriter's fees and taxes payable on the income earned on
the deposit account) at the time of the agreement to enter into the
initial combination. Section 119(f) provides that if a listed SPAC does
not meet one of the requirements set forth in Section 119, the Exchange
shall commence delisting proceedings under Section 1010 to delist the
company's securities and that such SPAC shall not be eligible to follow
the procedures to cure deficiencies outlined in Section 1009 of the
Guide.
While Section 119(f) currently provides that a SPAC that exceeds
the maximum period provided under Section 119(b) is subject to
delisting, the rule does not currently address whether any SPAC that is
noncompliant with Section 119(b) is subject to immediate suspension or
will be allowed to trade during the pendency of any appeal of the
delisting determination. The Exchange now proposes to amend Section
119(f) to provide that any company that exceeds the time period set
forth in Section 119(b) to complete the required business combination
will be subject to immediate suspension of trading in connection with
the delisting action required under Section 119(f) and such company's
securities will not be traded on the Exchange during the pendency of
any appeal of such delisting action. In adopting rules for the listing
of SPACs, the Exchange believed that the adoption of a maximum life of
36 months provided a significant protection to investors and
consequently believes that it is inappropriate to continue to provide a
listing venue for a SPAC that has exceeded that time limit. The
Exchange notes that the proposed amendment is consistent with the
Exchange's current practice of immediately suspending trading when a
SPAC is subject to delisting in these circumstances.
[[Page 24454]]
The provisions with respect to delisting are generally set forth in
Section 1003 of the Guide. Section 1003 does not currently include any
reference to delisting provisions specific to listed SPACs.
Consequently, to provide greater clarity, the Exchange also proposes to
adopt proposed new Section 1003(j) of the Guide to specify that
delisting provisions specific to companies listed under Section 119 can
be found in Section 119(f).
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\4\ in general, and furthers the
objectives of Section 6(b)(5) of the Act \5\ in particular, in that it
is designed to promote just and equitable principles of trade, to
foster cooperation and coordination with persons engaged in regulating,
clearing, settling, processing information with respect to, and
facilitating transactions in securities, to remove impediments to and
perfect the mechanism of a free and open market and a national market
system, and, in general, to protect investors and the public interest.
Specifically, the Exchange believes that the proposal to amend Section
119(f) to provide that the Exchange will immediately suspend trading in
the listed securities of a SPAC when such SPAC has failed to consummate
a business combination within 36 months of the effectiveness of its IPO
registration statement or such shorter period that the company
specifies in its registration statement is designed to protect
investors and the public interest. In particular, this change will
prevent continued trading in such company's securities on the Exchange
pending any appeal of the delisting determination to a Panel of the
Exchange's Committee for Review until such Panel reviews the delisting
determination and determines that continued trading on the Exchange is
appropriate.
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\4\ 15 U.S.C. 78f(b).
\5\ 15 U.S.C. 78f(b)(5).
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In addition, the Exchange believes that the proposed rule change is
consistent with Section 6(b)(7) of the Act, which requires, among other
things, that the rules of a national securities exchange provide a fair
procedure for the prohibition or limitation by the exchange of any
person with respect to access to services offered by the exchange,
because following the proposed change a listed SPAC would be able to
request a review of the delisting determination by a Panel of the
Exchange's Committee for Review and because the Panel will have the
authority to reverse a delisting decision where the Panel determines
that the delisting determination was in error.
Proposed new Section 1003(j) of the Guide simply to provides
greater clarity without making any substantive change by specify that
delisting provisions specific to companies listed under Section 119 can
be found in Section 119(f).
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act. The proposed rule would be
applied equally to all listed SPACs. In addition, the proposed rule
change will align the process for suspension and delisting of a SPAC in
the circumstances described above with those of the New York Stock
Exchange LLC (``NYSE'') and the Nasdaq Stock Market (``NASDAQ'').\6\
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\6\ See Section 802.01B of the NYSE Listed Company Manual
(``Manual') and Nasdaq Stock Market Rule 5815. See also Exchange Act
Release No. 100538 (July 15, 2024), 89 FR 58807 (July 19, 2024) (SR-
NASDAQ-2024-038).
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C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were solicited or received with respect to the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Because the foregoing proposed rule change does not: (i)
significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative for 30 days from the date on which it was filed, or
such shorter time as the Commission may designate, it has become
effective pursuant to Section 19(b)(3)(A) of the Act \7\ and Rule 19b--
4(f)(6) thereunder.\8\
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\7\ 15 U.S.C. 78s(b)(3)(A).
\8\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change, along
with a brief description and text of the proposed rule change, at
least five business days prior to the date of filing of the proposed
rule change, or such shorter time as designated by the Commission.
The Exchange has satisfied this requirement.
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At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission shall institute proceedings to
determine whether the proposed rule change should be approved or
disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
<bullet> Use the Commission's internet comment form (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#097b7c656c246a6664646c677d7a497a6c6a276e667f"><span class="__cf_email__" data-cfemail="e99b9c858cc48a8684848c879d9aa99a8c8ac78e869f">[email protected]</span></a>. Please include
file number SR-NYSEAMER-2025-30 on the subject line.
Paper Comments
<bullet> Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to file number SR-NYSEAMER-2025-30. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for website viewing and
printing in the Commission's Public Reference Room, 100 F Street NE,
Washington, DC 20549 on official business days between the hours of 10
a.m. and 3 p.m. Copies of the filing also will be available for
inspection and copying at the principal office of the Exchange. Do not
include personal identifiable information in submissions; you should
submit only information that you wish to make available publicly. We
may redact in part or withhold entirely from publication submitted
material that is obscene or subject to copyright protection. All
submissions should refer to file number
[[Page 24455]]
SR-NYSEAMER-2025-30 and should be submitted on or before July 1, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\9\
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\9\ 17 CFR 200.30-3(a)(12).
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Stephanie Fouse,
Assistant Secretary.
[FR Doc. 2025-10446 Filed 6-9-25; 8:45 am]
BILLING CODE 8011-01-P
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