Notice2025-23660

Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change, as Modified by Amendment No. 1, To Adopt Additional Initial Listing Criteria for Companies Primarily Operating in China

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
December 23, 2025

Issuing agencies

Securities and Exchange Commission

Full Text

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<title>Federal Register, Volume 90 Issue 244 (Tuesday, December 23, 2025)</title>
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[Federal Register Volume 90, Number 244 (Tuesday, December 23, 2025)]
[Notices]
[Pages 60214-60217]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-23660]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-104456; File No. SR-NASDAQ-2025-069]


Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Order 
Instituting Proceedings To Determine Whether To Approve or Disapprove a 
Proposed Rule Change, as Modified by Amendment No. 1, To Adopt 
Additional Initial Listing Criteria for Companies Primarily Operating 
in China

December 18, 2025.

I. Introduction

    On September 4, 2025, the Nasdaq Stock Market LLC (``Exchange'' or 
``Nasdaq'') filed with the Securities and Exchange Commission 
(``Commission''), pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a 
proposed rule change to adopt additional initial listing criteria for 
companies primarily operating in the People's Republic of China 
(``China''), including the Hong Kong Special Administrative Region 
(``Hong Kong'') and the Macau Special Administrative Region 
(``Macau''). On September 12, 2025, the Exchange filed Amendment No. 1 
to the proposed rule change, which replaced and superseded the original 
filing in its entirety. The proposed rule change, as modified by 
Amendment No. 1, was published for comment in the Federal Register on 
September 19, 2025.\3\ On September 25, 2025, the Commission designated 
a longer period within which to take action on the proposed rule 
change.\4\ The Commission is instituting proceedings pursuant to 
Section 19(b)(2)(B) of the Act \5\ to determine whether to approve or 
disapprove the proposed rule change, as modified by Amendment No. 1.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 103979 (Sept. 16, 
2025), 90 FR 45298 (``Notice''). Comments received on the proposed 
rule change are available at: <a href="https://www.sec.gov/comments/sr-nasdaq-2025-069/srnasdaq2025069.htm">https://www.sec.gov/comments/sr-nasdaq-2025-069/srnasdaq2025069.htm</a>.
    \4\ See Securities Exchange Act Release No. 104058, 90 FR 46973 
(Sept. 30, 2025). The Commission designated December 18, 2025, as 
the date by which the Commission should approve, disapprove, or 
institute proceedings to determine whether to disapprove the 
proposed rule change. See id.
    \5\ 15 U.S.C. 78s(b)(2)(B).
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II. Description of the Proposed Rule Change, as Modified by Amendment 
No. 1

    As described in more detail in the Notice,\6\ the Exchange states 
that, since 2020, there has been a sharp increase in the number of 
companies from China seeking to list on U.S. national securities 
exchanges, such as Nasdaq, with a record number of Chinese companies 
having sought a U.S. listing in 2024 and a continuation of that pace in 
2025.\7\ The Exchange states that along with increasing U.S. investor 
interest in Chinese companies, U.S. policymakers and regulatory 
agencies have voiced concerns regarding the listing of Chinese 
companies on U.S. national securities exchanges, citing risks to 
investors and national security.\8\ In response, efforts have been made 
by Congress,\9\ as well as by Nasdaq,\10\ to address these concerns on 
a broader level.\11\
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    \6\ See Notice, supra note 3.
    \7\ See id. at 45299.
    \8\ See id. In particular, the Exchange states that Chinese 
companies present unique risks to U.S. investors ``due to barriers 
on access to information and limitations on the ability of U.S. 
regulators to conduct investigations or enforce actions against the 
company and non-U.S. persons, which create concerns about the 
accuracy of disclosures, accountability and access to information.'' 
Id. at 45300.
    \9\ See id. at 45299 (citing as an example Congress's passage of 
the Holding Foreign Companies Accountable Act in December 2020).
    \10\ See, e.g., Securities Exchange Act Release No. 93256 (Oct. 
4, 2021), 86 FR 56338 (Oct. 8, 2021) (NASDAQ-2021-007) (Order 
Granting Approval of a Proposed Rule Change To Adopt Additional 
Initial Listing Criteria for Companies Primarily Operating in 
Jurisdictions That Do Not Provide the PCAOB With the Ability To 
Inspect Public Accounting Firms).
    \11\ See Notice, supra note 3, at 45299.
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    The Exchange states that it has also identified concerns with the 
trading of companies headquartered, incorporated, or whose business is 
principally administered in China.\12\ Specifically, the Exchange 
states that ``nearly 70% of the matters that Nasdaq has referred to the 
SEC or FINRA since August 2022 have been related to trading in Chinese 
companies, while Chinese companies represent less than 10% of all 
Nasdaq listings.'' \13\ The Exchange also states that Chinese companies 
that list on Nasdaq through an initial public offering (``IPO'') or 
business combination with certain characteristics, such as a small 
offering size or a low public float percentage, may not develop 
sufficient public float,

[[Page 60215]]

investor base, and trading interest to provide the liquidity necessary 
to promote fair and orderly trading, and that as a result their 
securities may be more susceptible to manipulation by bad actors.\14\ 
Moreover, the Exchange states that challenges related to the ability of 
``U.S. authorities in bringing or enforcing actions against entities 
and individuals involved in potentially manipulative trading 
activities'' in such cases further compounds the risk to investors.\15\ 
Accordingly, the Exchange proposes to enhance its initial listing 
standards by adopting stricter requirements for companies based in 
China (including Hong Kong and Macau).\16\
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    \12\ See id.
    \13\ Id.
    \14\ See id.
    \15\ Id.
    \16\ See id. The Exchange states that a company that falls under 
proposed Nasdaq Rule 5210(l) would also need to comply with all 
other applicable listing requirements. See id. at 45300.
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A. Identification of Companies Based in China, Hong Kong, and Macau

    The Exchange proposes to adopt listing requirements in Nasdaq Rule 
5210(l) \17\ that would apply to a company that is headquartered or 
incorporated in China (including Hong Kong and Macau) or whose business 
is principally administered in one of those jurisdictions (``China-
based company''). The Exchange would determine where a company is 
principally administered based on an analysis of the facts and 
circumstances,\18\ including if: (1) the company's books and records 
are located in that jurisdiction; (2) at least 50% of the company's 
assets are located in such jurisdiction; (3) at least 50% of the 
company's revenues are derived from such jurisdiction; (4) at least 50% 
of the company's directors are citizens of, or reside in, such 
jurisdiction; (5) at least 50% of the company's officers are citizens 
of, or reside in, such jurisdiction; (6) at least 50% of the company's 
employees are based in such jurisdiction; or (7) the company is 
controlled by, or under common control with, one or more persons or 
entities that are citizens of, reside in, or whose business is 
headquartered, incorporated, or principally administered in such 
jurisdiction.\19\
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    \17\ The Exchange also proposes to renumber the remainder of 
Nasdaq Rule 5210 as subsections (m) and (n).
    \18\ The Exchange states that it would consider the proposed 
``elements holistically, recognizing that there are various factors 
to consider when determining where a company conducts its principal 
business activities.'' Id.
    \19\ See proposed Nasdaq Rule 5210(l). The Exchange states that 
several of the factors in proposed Nasdaq Rule 5210(l) are used in 
its rules to determine whether a company's business is principally 
administered in a ``Restrictive Market.'' See Notice, supra note 3, 
at 45300, n.11; Nasdaq Rule 5005(a)(37) (defining ``Restrictive 
Market'' to mean ``a jurisdiction that does not provide the Public 
Company Accounting Oversight Board with access to conduct 
inspections of public accounting firms that audit Nasdaq-listed 
companies. A Company's business will be considered to be principally 
administered in a Restrictive Market if: (i) the Company's books and 
records are located in that jurisdiction; (ii) at least 50% of the 
Company's assets are located in such jurisdiction; or (iii) at least 
50% of the Company's revenues are derived from such 
jurisdiction.'').
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B. Minimum $25 Million Offering Size for an IPO

    The Exchange proposes to require that, in the case of an IPO, a 
China-based company must offer a minimum amount of securities in a Firm 
Commitment Offering \20\ in the U.S. to Public Holders \21\ that would 
result in gross proceeds to the company of at least $25 million.\22\ 
The Exchange states that it has observed that China-based companies 
listing on Nasdaq in connection with an IPO with an offering size below 
$25 million have a higher rate of compliance concerns.\23\
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    \20\ Nasdaq Rule 5005(a)(17) defines ``Firm Commitment 
Offering'' as ``an offering of securities by participants in a 
selling syndicate under an agreement that imposes a financial 
commitment on participants in such syndicate to purchase such 
securities.''
    \21\ Nasdaq Rule 5005(a)(36) defines ``Public Holders'' as 
``holders of a security that includes both beneficial holders and 
holders of record, but does not include any holder who is, either 
directly or indirectly, an Executive Officer, director, or the 
beneficial holder of more than 10% of the total shares 
outstanding.''
    \22\ See proposed Nasdaq Rule 5210(l)(i).
    \23\ See Notice, supra note 3, at 45300.
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C. Minimum $25 Million Market Value of Publicly Held Shares for a 
Business Combination

    The Exchange proposes to require that in the case of a business 
combination, as described in Nasdaq Rule 5110(a) (Business Combinations 
with non-Nasdaq Entities Resulting in a Change of Control) or IM-5101-2 
(Listing of Companies Whose Business Plan is to Complete One or More 
Acquisitions) (``Business Combination''), a China-based company must 
have a minimum Market Value of Unrestricted Publicly Held Shares \24\ 
following the business combination equal to at least $25 million.\25\ 
The Exchange states that Business Combinations involving China-based 
companies present similar risk to U.S. investors as do IPOs that 
involve China based-companies.\26\
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    \24\ See Nasdaq Rule 5005(a)(23), (46) for the definitions of 
``Market Value'' and ``Unrestricted Publicly Held Shares.'' See also 
Nasdaq Rule 5005(a)(35), (38), (47) for the definitions of 
``Publicly Held Shares,'' ``Restricted Securities,'' and 
``Unrestricted Securities.'' The Exchange states that ``Market Value 
of Unrestricted Publicly Held Shares excludes securities subject to 
resale restrictions from the calculation of Publicly Held Shares 
because securities subject to resale restrictions are not freely 
transferrable or available for outside investors to purchase and 
therefore do not truly contribute to a security's liquidity upon 
listing.'' Notice, supra note 3, at 45300.
    \25\ See proposed Nasdaq Rule 5210(l)(ii). The Exchange states 
that adopting this additional requirement would help prevent China-
based companies from using a business combination to avoid the 
requirement being imposed on IPOs in proposed Nasdaq Rule 
5210(l)(i).
    \26\ See Notice, supra note 3, at 45300.
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D. Direct Listings of China-Based Companies

    The Exchange proposes to provide that, in the case of a Direct 
Listing (as defined in Nasdaq Rule IM-5315-1 (Determination of Price-
Based Requirements for Direct Listings on the Nasdaq Global Select 
Market)), a China-based company must meet: (i) all applicable listing 
requirements for the Nasdaq Global Select Market and the additional 
requirements of IM-5315-1; or (ii) the applicable listing requirements 
for the Nasdaq Global Market and the additional requirements of IM-
5405-1 (Determination of Price-Based Requirements for Direct Listings 
on the Nasdaq Global Market).\27\ Further, a China-based company would 
not be permitted to list on the Nasdaq Capital Market in connection 
with a Direct Listing.\28\
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    \27\ See proposed Nasdaq Rule 5210(l)(iii).
    \28\ See id. The Exchange states that adopting this additional 
requirement would help prevent companies from using a direct listing 
to avoid the requirement being imposed on IPOs in proposed Nasdaq 
Rule 5210(1)(i). See Notice, supra note 3, at 45301.
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E. Transfer of a China-Based Company Listing

    The Exchange proposes to provide that in the case of a China-based 
company transferring its listing from the over-the-counter (``OTC'') 
market or from another national securities exchange, the company must 
have a minimum Market Value of Unrestricted Publicly Held Shares \29\ 
of at least $25 million and have traded on the other market for at 
least one year.\30\ The Exchange states that a China-based company that 
initially lists on another market and ``quickly transfer[s] its listing 
to Nasdaq'' may present similar risks to U.S. investors as an IPO and 
that the minimum one-year requirement would provide sufficient time for 
a China-based company ``to establish a trading history of operations 
upon which investors can rely, and which Nasdaq could consider in 
determining whether the company is ready for the rigors of being public 
company and

[[Page 60216]]

adhering to the regulatory requirements.'' \31\
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    \29\ See supra note 24 (defining ``Market Value of Unrestricted 
Publicly Held Shares'').
    \30\ See proposed Nasdaq Rule 5210(l)(iv).
    \31\ Notice, supra note 3, at 45301. The Exchange states that 
companies trading in the OTC market at the time of application must 
also satisfy a minimum average daily trading volume before initial 
listing. See id. at 45301, n.19; Nasdaq Rules 5405(a)(4) and 
5505(a)(5).
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F. Implementation

    Finally, the Exchange proposes that the effective date of the 
proposal would be 30 days after Commission approval and thus apply to 
companies listing on or after 30 days from the date of the Commission's 
approval order.\32\
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    \32\ See Notice, supra note 3, at 45301.
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III. Proceedings To Determine Whether To Approve or Disapprove SR-
NASDAQ-2025-069, as Modified by Amendment No. 1, and Grounds for 
Disapproval Under Consideration

    The Commission is instituting proceedings pursuant to Section 
19(b)(2)(B) of the Act \33\ to determine whether the proposed rule 
change, as modified by Amendment No. 1, should be approved or 
disapproved. Institution of such proceedings is appropriate at this 
time in view of the legal and policy issues raised by the proposed rule 
change. Institution of proceedings does not indicate that the 
Commission has reached any conclusions with respect to any of the 
issues involved. Rather, as described below, the Commission seeks and 
encourages interested persons to provide additional comment on the 
proposed rule change to inform the Commission's analysis of whether to 
approve or disapprove the proposed rule change, as modified by 
Amendment No. 1.
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    \33\ 15 U.S.C. 78s(b)(2)(B).
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    Pursuant to Section 19(b)(2)(B) of the Act,\34\ the Commission is 
providing notice of the grounds for disapproval under consideration. 
The Commission is instituting proceedings to allow for additional 
analysis of, and input from commenters with respect to, the proposed 
rule change's consistency with the Act, and in particular, Section 
6(b)(5) of the Act, which requires, among other things, that the rules 
of a national securities exchange be designed to prevent fraudulent and 
manipulative acts and practices, to promote just and equitable 
principles of trade, 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.\35\
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    \34\ Id.
    \35\ 15 U.S.C. 78f(b)(5).
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    The development and enforcement of meaningful listing standards 
\36\ by an exchange is of critical importance to financial markets and 
the investing public. Among other things, such listing standards help 
ensure that exchange-listed companies will have sufficient public 
float, investor base, and trading interest to provide the depth and 
liquidity to promote fair and orderly markets. Meaningful listing 
standards are also important given investor expectations regarding the 
nature of securities that have achieved an exchange listing, and the 
role of an exchange in overseeing its market and assuring compliance 
with its listing standards.\37\
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    \36\ The Commission notes that this reference to ``listing 
standards'' is referring to both initial and continued listing 
standards.
    \37\ See, e.g., Securities Exchange Act Release Nos. 88716 (Apr. 
21, 2020), 85 FR 23393 (Apr. 27, 2020) (SR-NASDAQ-2020-001) (Order 
Approving a Proposed Rule Change To Modify the Delisting Process for 
Securities With a Bid Price at or Below $0.10 and for Securities 
That Have Had One or More Reverse Stock Splits With a Cumulative 
Ratio of 250 Shares or More to One Over the Prior Two-Year Period); 
88389 (Mar. 16, 2020), 85 FR 16163 (Mar. 20, 2020) (SR-NASDAQ-2019-
089) (Notice of Filing of Amendment No. 1 and Order Granting 
Accelerated Approval of a Proposed Rule Change, as Modified by 
Amendment No. 1, To Amend Rule 5815 To Preclude Stay During Hearing 
Panel Review of Staff Delisting Determinations in Certain 
Circumstances). See also Securities Exchange Act Release No. 81856 
(Oct. 11, 2017), 82 FR 48296, 48298 (Oct. 17, 2017) (SR-NYSE-2017-
31) (Notice of Filing of Amendment No. 1 and Order Granting 
Accelerated Approval of a Proposed Rule Change, as Modified by 
Amendment No. 1, To Amend the Listed Company Manual To Adopt Initial 
and Continued Listing Standards for Subscription Receipts) (stating 
that ``[a]dequate standards are especially important given the 
expectations of investors regarding exchange trading and the 
imprimatur of listing on a particular market'' and that ``[o]nce a 
security has been approved for initial listing, maintenance criteria 
allow an exchange to monitor the status and trading characteristics 
of that issue . . . so that fair and orderly markets can be 
maintained'').
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    As discussed above, the Exchange proposes to adopt heightened 
initial listing requirements for China-based companies. The Exchange 
states that China-based companies that have certain characteristics, 
such as a small offering size or a low public float percentage, may not 
develop sufficient public float, investor base, and trading interest to 
provide the liquidity necessary to promote fair and orderly trading, 
and that as a result their securities may be more susceptible to 
manipulation by bad actors.\38\ The Exchange also states that U.S. 
authorities face challenges in such cases in bringing or enforcing 
actions against entities and individuals involved in potentially 
manipulative trading activities, and that these challenges compound the 
risk to investors.\39\
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    \38\ See supra note 14 and accompanying text.
    \39\ See supra note 15 and accompanying text.
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    One commenter expressed general support for the proposal.\40\ This 
commenter stated that it supports ``Nasdaq for taking action to 
preserve market integrity from the high volatility and potential market 
manipulation of the smallest microcap Chinese companies.'' \41\ Another 
commenter supported the proposal, but recommended that ``the increased 
standards should apply to companies based in additional foreign 
jurisdictions where it is determined there are elevated levels of 
fraud.'' \42\ This commenter stated that, ``[o]therwise, fraudsters 
will simply move to other jurisdictions where it's even easier to 
commit fraud'' and that ``other jurisdictions also see many instances 
of fraudulent activities.'' \43\
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    \40\ See Letter from Emmanual Tamrat, Senior Research Analyst, 
Council of Institutional Investors, dated Oct. 10, 2025 (``CII 
Letter'').
    \41\ CII Letter at 2.
    \42\ Letter from Jeffrey Starr, Managing Director, Head of 
Operations, Charles Schwab & Co., dated Dec. 16, 2025 (``Schwab 
Letter'').
    \43\ Schwab Letter at 4.
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    Another commenter proposed certain modifications to the proposal, 
while also expressing general support for Nasdaq's ongoing efforts to 
enhance its listing standards.\44\ In particular, this commenter 
expressed concern that the proposed scope of issuers that would be 
considered to be China-based companies ``could capture issuers that are 
incorporated, headquartered, and operating entirely in the United 
States, or in other transparent jurisdictions, merely because (i) they 
were founded or controlled by entrepreneurs who are Chinese citizens or 
(ii) 50% of their officers or directors are Chinese citizens, even if 
such individuals have long resided in the United States.'' \45\ This 
commenter stated that it believes that the current proposal ``risks 
unintentionally capturing issuers that do not present the same 
regulatory concerns'' for which the proposal was designed to address 
and suggested that the requirements in the proposal only apply to 
issuers ``principally operating in China, rather than issuers that are 
based in the U.S. simply because their founders, controlling persons, 
directors, or officers are Chinese citizens.'' \46\ This

[[Page 60217]]

commenter also suggested extending the transition period for compliance 
with the proposal from 30 days to 60 days for issuers with pending 
initial listing applications.\47\
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    \44\ See Letter from Louis E. Taubman, Esq., Managing Partner, 
Hunter Taubman Fischer & Li LLC, dated Sept. 16, 2025 (``HTFL 
Letter'').
    \45\ HTFL Letter at 2.
    \46\ Id. at 2. This commenter also stated that the proposed 
listing standard should be based on ``operational jurisdiction and 
regulatory overnight, not citizenship per se'' so as not to create 
``unintended barriers for legitimate issuers operating under robust 
local regulations.'' Id. (emphasis omitted).
    \47\ See id. at 3.
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    Finally, one commenter opposed the proposal, stating it ``would be 
unlawful and make for bad policy.'' \48\ This commenter stated that the 
proposal is ``not necessary or appropriate to protect national 
security'' and is ``anti-competitive as it discriminates against 
certain Chinese issuers imposing additional, more onerous listing 
criteria on them than are imposed on other foreign issuers.'' \49\ 
Additionally, the commenter stated that the proposal does not provide 
adequate justification for being ``writ[ten] . . . in terms of national 
origin.'' \50\
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    \48\ Letter from Joseph D. Wilson, Esq., Bevilacqua PLLC, dated 
Oct. 10, 2025 (``Bevilacqua Letter''). The commenter stated that the 
proposal is inconsistent with Section 3(f) and Section 6(b)(5) of 
the Act. See id. at 2-3.
    \49\ Bevilacqua Letter at 2.
    \50\ Id.
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    The Commission asks that commenters address the sufficiency of the 
Exchange's statements in support of the proposal, which are set forth 
in the Notice, in addition to any other comments they may wish to 
submit about the proposed rule change, as modified by Amendment No. 1. 
In particular, the Commission seeks comment on whether the proposal to 
impose heightened initial listing requirements on China-based issuers 
is designed to be consistent with the requirements of Section 6(b)(5) 
of the Act \51\ or raises any new or novel concerns not previously 
contemplated by the Commission.
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    \51\ 15 U.S.C. 78f(b)(5).
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IV. Procedure: Request for Written Comments

    The Commission requests that interested persons provide written 
submissions of their data, views, and arguments with respect to the 
issues identified above, including the issues raised by commenters and 
the Exchange's response, as well as any other concerns they may have 
with the proposal. In particular, the Commission invites the written 
views of interested persons concerning whether the proposed rule 
change, as modified by Amendment No. 1, is consistent with Sections 
6(b)(5) or any other provision of the Act, or the rules and regulations 
thereunder. Although there do not appear to be any issues relevant to 
approval or disapproval that would be facilitated by an oral 
presentation of data, views, and arguments, the Commission will 
consider, pursuant to Rule 19b-4 under the Act,\52\ any request for an 
opportunity to make an oral presentation.\53\
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    \52\ 17 CFR 240.19b-4.
    \53\ Section 19(b)(2) of the Act, as amended by the Securities 
Acts Amendments of 1975, Public Law 94-29 (June 4, 1975), grants to 
the Commission flexibility to determine what type of proceeding--
either oral or notice and opportunity for written comments--is 
appropriate for consideration of a particular proposal by a self-
regulatory organization. See Securities Acts Amendments of 1975, 
Senate Comm. on Banking, Housing & Urban Affairs, S. Rep. No. 75, 
94th Cong., 1st Sess. 30 (1975).
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    Interested persons are invited to submit written data, views, and 
arguments regarding whether the proposed rule change, as modified by 
Amendment No. 1, should be approved or disapproved by January 13, 2026. 
Any person who wishes to file a rebuttal to any other person's 
submission must file that rebuttal by January 27, 2026. The Commission 
asks that commenters address the sufficiency of the Exchange's 
statements in support of the proposal, in addition to any other 
comments they may wish to submit about the proposed rule change.
    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#1260677e773f717d7f7f777c6661526177713c757d64"><span class="__cf_email__" data-cfemail="b9cbccd5dc94dad6d4d4dcd7cdcaf9cadcda97ded6cf">[email&#160;protected]</span></a>. Please include 
file number SR-NASDAQ-2025-069 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-NASDAQ-2025-069. 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 filing 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 SR-NASDAQ-2025-069 and should be submitted 
by January 13, 2026. Rebuttal comments should be submitted by January 
27, 2026.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\54\
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    \54\ 17 CFR 200.30-3(a)(57).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-23660 Filed 12-22-25; 8:45 am]
BILLING CODE 8011-01-P


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