Self-Regulatory Organizations; Nasdaq Texas, LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Modify the Rule 5000 Series to Transition to a Primary Listing Venue

Issuing agencies

Full Text

<html>
<head>
<title>Federal Register, Volume 91 Issue 190 (Friday, October 2, 2026)</title>
</head>
<body><pre>
[Federal Register Volume 91, Number 190 (Friday, October 2, 2026)]
[Notices]
[Pages 62781-62785]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-20193]



[[Page 62781]]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-106520; File No. SR-NasdaqTX-2026-046]


Self-Regulatory Organizations; Nasdaq Texas, LLC; Notice of 
Filing and Immediate Effectiveness of Proposed Rule Change To Modify 
the Rule 5000 Series to Transition to a Primary Listing Venue

September 29, 2026.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on September 17, 2026, Nasdaq Texas, LLC (``Nasdaq Texas'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``SEC'' or ``Commission'') the proposed rule change as described in 
Items I, II, and III, 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.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to modify the Rule 5000 Series to align with 
the Exchange's transition to a primary listing venue. While these 
amendments are effective upon filing, the proposal will become 
operative upon an announcement published on the <a href="http://Nasdaq.com">Nasdaq.com</a> website, 
which is expected in the second quarter of 2027.
    The text of the proposed rule change is available on the Exchange's 
website at <a href="https://listingcenter.nasdaq.com/rulebook/nasdaqtx/rulefilings">https://listingcenter.nasdaq.com/rulebook/nasdaqtx/rulefilings</a>, and at the principal office of the Exchange.

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 Exchange 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 these 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 aspects of such 
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The purpose of the proposed rule change is amend certain Exchange 
listing rules, specifically, removing Listing Rule IM-5220-1 (Dually-
Listed Companies), and establishing new Listing Rules IM-5101-4 
(Delisting in Connection with Trading Indicative of Potential 
Manipulation), 5210(l) (Special Requirements for Companies based in 
China, Hong Kong and Macau), 5405(b)(3)(A)(ii) (Initial Listing 
Requirements and Standards for Primary Equity Securities) and IM-5405-1 
(Determination of Price-Based Requirements for Direct Listings), to 
prepare the Exchange to become a primary listing venue during the 
second quarter of 2027. The proposed changes align with The Nasdaq 
Stock Market LLC (``Nasdaq'').
    The Exchange recently changed its name to Nasdaq Texas and adopted 
new initial and continued listing standards for equity securities that 
are substantially similar to those of the Nasdaq Global Market.\3\ As 
explained when Nasdaq Texas adopted the new initial and continued 
listing standards, the Exchange anticipated subsequent modification of 
its rules to allow it to serve as a primary listing venue in the 
future.\4\ The proposed rule changes described below are designed to 
provide additional listing options as a primary listing venue and to 
also align the Exchange's rules with the corresponding rules of Nasdaq.
---------------------------------------------------------------------------

    \3\ See Exchange Act Release No. 104907 (Feb. 27, 2026), 91 FR 
10657 (Mar. 4, 2026) (Notice of Filing of Amendment Nos. 1 and 2 and 
Order Granting Accelerated Approval of a Proposed Rule Change, as 
Modified by Amendment Nos. 1 and 2, to Remove Existing Listing Rules 
and Establish New Listing Standards) (File No. SR-BX-2026-004) 
(``Listing Rules Approval Order'').
    \4\ Id. at 10658.
---------------------------------------------------------------------------

    The proposal will become operative upon an announcement published 
on the <a href="http://Nasdaq.com">Nasdaq.com</a> website, which is expected in the second quarter of 
2027.\5\
---------------------------------------------------------------------------

    \5\ The Exchange also expects to file a separate rule proposal 
establishing listing fees applicable to companies with a primary 
listing on the Exchange before the proposal becomes operative.
---------------------------------------------------------------------------

Proposed Listing Rule IM-5101-4
    Nasdaq Texas is proposing a new Listing Rule IM-5101-4 
substantially similar to Nasdaq, which was approved by the 
Commission.\6\ The proposed rule gives the Exchange authority to delist 
a security where the Commission has previously implemented a temporary 
trading suspension pursuant to Exchange Act Section 12(k) and Nasdaq 
Texas determines it appropriate and in the public interest to do so. In 
addition to the proposed change bringing alignment to its listing rules 
with Nasdaq rules, the Exchange believes the proposed rule will enable 
it to address instances where a company satisfies its listing 
requirements, but there are ongoing concerns about the trading in the 
company's securities, which the Exchange believes indicates that the 
security is inappropriate for continued listing.
---------------------------------------------------------------------------

    \6\ See Exchange Act Release No. 105603 (June 3, 2026), 91 FR 
34675 (June 8, 2026) (Order Granting Accelerated Approval to Adopt 
Listing Rule IM-5101-4).
---------------------------------------------------------------------------

Proposed Listing Rule 5210(l)
    Nasdaq Texas is proposing a new Listing Rule 5210(l), which would 
add new listing requirements for companies based in the People's 
Republic of China (``China'') (including the Hong Kong Special 
Administrative Region and the Macau Special Administrative Region) 
(collectively, ``Chinese companies''). More specifically, proposed 
Listing Rule 5210(l) would apply to a Company that is headquartered or 
incorporated in China (including the Hong Kong Special Administrative 
Region and the Macau Special Administrative Region) or whose business 
is principally administered in one of those jurisdictions. A Company's 
business will be considered to be principally administered in a 
jurisdiction 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.\7\
---------------------------------------------------------------------------

    \7\ Pursuant to Listing Rule 5005(a), ``Company'' means the 
issuer of a security listed or applying to list on Nasdaq Texas. For 
purposes of the Rule 5000 Series, the term ``Company'' includes an 
issuer that is not incorporated, such as, for example, a limited 
partnership. The term ``control'' (including the terms 
``controlling,'' ``controlled by'' and ``under common control 
with'') shall have the same meaning as set forth in 17 CFR 240.12b-
2(4), which means the possession, direct or indirect, of the power 
to direct or cause the direction of the management and policies of a 
person, whether through the ownership of voting securities, by 
contract, or otherwise.

---------------------------------------------------------------------------

[[Page 62782]]

    Additionally, in the case of an initial public offering, a Chinese 
company must offer a minimum amount of securities in Firm Commitment 
Offering in the United States to Public Holders \8\ that will result in 
gross proceeds to the company of at least $25 million.
---------------------------------------------------------------------------

    \8\ Rule 5005(a) 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.''
---------------------------------------------------------------------------

    Nasdaq Texas also proposes adopting comparable changes for 
companies seeking to list in connection with business combination, and 
listings that are currently trading on the OTC market or another 
national securities exchange. In the case of a business combination, as 
described in Listing Rule 5110(a) or IM-5101-2(b),\9\ Nasdaq Texas is 
proposing to adopt a new Listing Rule 5210(l)(ii) that would impose a 
similar new requirement as applicable to initial public offerings 
(``IPOs'') but would reflect that the listing would not typically be 
accompanied by an offering. Specifically, proposed Listing Rule 
5210(l)(ii) would require a company to have a minimum Market Value of 
Unrestricted Publicly Held Shares following the business combination 
equal to at least $25 million. 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.\10\
---------------------------------------------------------------------------

    \9\ Rule 5110(a) relates to business combinations with non-
Nasdaq entities resulting in a change of control. Rule IM-5101-2(b) 
relates to a business combination with an acquisition company, which 
is a company whose business plan at the time of its initial listing 
is to complete an IPO and engage in a merger or acquisition with one 
or more unidentified companies within a specific period of time.
    \10\ Rule 5005(a) defines ``Unrestricted Publicly Held Shares'' 
as the Publicly Held Shares that are Unrestricted Securities. Rule 
5005(a) defines ``Publicly Held Shares'' as shares not held directly 
or indirectly by an officer, director or any person who is the 
beneficial owner of more than 10 percent of the total shares 
outstanding. Rule 5005(a) defines ``Unrestricted Securities'' as 
securities that are not Restricted Securities and Rule 5005(a) 
defines ``Restricted Securities'' as securities that are subject to 
resale restrictions for any reason, including, but not limited to, 
securities: (1) acquired directly or indirectly from the issuer or 
an affiliate of the issuer in unregistered offerings such as private 
placements or Regulation D offerings; (2) acquired through an 
employee stock benefit plan or as compensation for professional 
services; (3) acquired in reliance on Regulation S, which cannot be 
resold within the United States; (4) subject to a lockup agreement 
or a similar contractual restriction; or (5) considered ``restricted 
securities'' under Rule 144. Rule 5005(a) defines ``Market Value'' 
as the consolidated closing bid price multiplied by the measure to 
be valued (e.g., a Company's Market Value of Publicly Held Shares is 
equal to the consolidated closing bid price multiplied by a 
Company's Publicly Held Shares).
---------------------------------------------------------------------------

    Nasdaq Texas is proposing to adopt Listing Rule 5210(l)(iii) which 
will prohibit a Chinese company from listing on Nasdaq Texas in 
connection with a Direct Listing, as defined by Listing Rule IM-5405-1. 
While Nasdaq only allows Chinese companies to list on the Nasdaq Global 
Select Market, it does not allow such companies to list on the Nasdaq 
Global Market (``NGM'') or the Nasdaq Capital Market. Because the 
Exchange's listing requirements are similar to NGM, the Exchange is 
also prohibiting Direct Listings by Chinese companies. Additionally, 
Nasdaq Texas proposes Listing Rule 5210(l)(iv) which would require a 
Chinese company that transfers its listing from the over-the-counter 
market or from another national securities exchange to first trade on 
that other market for at least one year and have a minimum Market Value 
of Unrestricted Publicly Held Shares of at least $25 million before it 
is eligible to list on Nasdaq Texas.
    A company that falls under proposed Rule 5210(l) will also need to 
comply with all other applicable listing requirements. Nasdaq Texas is 
proposing this rule to align with Nasdaq Rule 5210(l), which was 
approved by the Commission and found to be consistent with the Act. 
Nasdaq Texas also proposes to renumber current Listing Rules 5210(l) 
through (m) alphabetically to maintain consistency in the rulebook.
Removal of Listing Rule IM-5220-1
    Current Listing Rule IM-5220-1 requires all companies listed on 
Nasdaq Texas to be listed on another national securities exchange--
specifically a primary listing venue. This requirement was necessary 
because Nasdaq Texas was not established as a primary listing venue. 
However, once the Exchange transitions becoming a primary listing 
venue, Listing Rule IM-5220-1 will no longer be applicable. Therefore, 
the Exchange proposes to remove this provision which will enable 
companies to list solely on Nasdaq Texas without being required to also 
list on another national securities exchange. Removing this rule also 
is consistent with Nasdaq Listing Rules.
Proposed Listing Rule 5405(b)(3)(A)(ii)
    Nasdaq Texas is also proposing to modify Listing Rule 5405(b)(3)(A) 
to increase the minimum Market Value of Listed Securities that a 
company whose business plan is to complete one or more acquisitions, as 
described in Listing Rule IM-5101-2 (an ``Acquisition Company''), to at 
least $100 million.\11\ Specifically, proposed Listing Rule 
5405(b)(3)(A)(ii) will require Market Value of Listed Securities of at 
least $100 million (current publicly traded Companies must meet this 
requirement and the $4 bid price requirement for 90 consecutive trading 
days prior to applying for listing if qualifying to list only under the 
Market Value Standard). This increased Market Value of Listed 
Securities requirement for the listing of an Acquisition Company is the 
same as the current Market Value of Listed Securities requirement under 
the Alternative Initial Listing Requirements for Acquisition Companies 
listing pursuant to Listing Rule 5406 and Section 102.06 of the New 
York Stock Exchange (``NYSE'') Listed Company Manual.\12\ The proposed 
rule is also substantially similar to Nasdaq's corresponding Listing 
Rules 5405(b)(3)(A)(ii). However, unlike Acquisition Companies listing 
under Rule 5406 or the NYSE requirements, which can list with 300 
shareholders, an Acquisition Company listing under Rule 5405(b)(3)(A) 
would continue to be required to have 400 shareholders.
---------------------------------------------------------------------------

    \11\ All other Companies listing under Listing Rule 
5405(b)(3)(A) will continue to be subject to the current Market 
Value of Listed Securities requirement of $75 million. Rule 5005(a) 
defines ``Listed Securities'' as securities listed on Nasdaq Texas 
or another national securities exchange.
    \12\ See Nasdaq Listing Rule 5406; See also Section 102.06 of 
the NYSE Listed Company Manual.
---------------------------------------------------------------------------

Proposed Listing Rule IM-5405-1
    As explained when Nasdaq Texas adopted new initial and continued 
listing standards, Nasdaq Texas included cross-references to rules 
relating to Direct Listing, with the intent on proposing the related 
cross-referenced rules once Nasdaq Texas transitions to a primary 
listing venue.\13\ In preparation for this transition, the Exchange is 
proposing Listing Rule IM-5405-1 which will allow for the Direct 
Listing of securities on Nasdaq Texas. More specifically, proposed 
Listing Rule IM-5405-1 describes when a company whose stock is not 
previously registered under the Exchange Act may list on the Exchange.
---------------------------------------------------------------------------

    \13\ Listing Rules Approval order supra n.3 at 10658 n.15.
---------------------------------------------------------------------------

    Proposed Listing Rule IM-5405-1: (1) describes when a company whose 
stock is not previously registered under the Exchange Act may list on 
Nasdaq Texas, where such company is listing without a related 
underwritten offering upon effectiveness of a registration statement

[[Page 62783]]

registering only the resale of shares sold by the company in earlier 
private placements; (2) sets forth the additional listing requirements 
for Direct Listings on the Exchange; and (3) describes how the Exchange 
will determine compliance with initial listing standards related to the 
requirements based on the price of a security, including the bid price, 
Market Value of Listed Securities and Market Value of Unrestricted 
Publicly Held Shares. The proposed rule is substantially similar to the 
corresponding provisions of Nasdaq Listing Rules IM-5315-1 and 5405-1 
which have been approved by the Commission and found to be consistent 
with the Act.\14\
---------------------------------------------------------------------------

    \14\ See Exchange Act Release No. 87648 (Dec. 3, 2019), 84 FR 
67308 (Dec. 9, 2019) (Order Granting Accelerated Approval of NASDAQ-
2019-001[sic]).
---------------------------------------------------------------------------

    Except as described in more detail below, under proposed Listing 
Rule IM-5405-1, Nasdaq Texas would generally require that a company 
listing on the Exchange through a Direct Listing provide Nasdaq Texas 
an independent third-party valuation (a ``Valuation''), as defined in 
the proposed rule, that meets the requirements of proposed Listing 
Rules IM-5405-1(a)(1)(A) and (a)(1)(B). Under proposed Listing Rule IM-
5405-1(a)(1)(A), any Valuation used for this purpose must be provided 
by an entity that has significant experience and demonstrable 
competence in the provision of such valuations. The Valuation must be 
of a recent date as of the time of the approval of the company for 
listing and the evaluator must have considered, among other factors, 
the annual financial statements required to be included in the 
registration statement, along with financial statements for any 
completed fiscal quarters subsequent to the end of the last year of 
audited financials included in the registration statement. Nasdaq Texas 
will consider any market factors or factors particular to the listing 
applicant that would cause concern that the value of the company had 
diminished since the date of the Valuation and will continue to monitor 
the company and the appropriateness of relying on the Valuation up to 
the time of listing. Nasdaq Texas may withdraw its approval of the 
listing at any time prior to the listing date if it believes that the 
Valuation no longer accurately reflects the company's likely market 
value.\15\
---------------------------------------------------------------------------

    \15\ Additionally, under Listing Rule 5101 Nasdaq Texas has 
broad discretionary authority to deny initial listing, apply 
additional or more stringent criteria for the initial or continued 
listing of particular securities, or suspend or delist particular 
securities based on any event, condition, or circumstance that 
exists or occurs that makes initial or continued listing of the 
securities on Nasdaq Texas inadvisable or unwarranted in the opinion 
of Nasdaq Texas, even though the securities meet all enumerated 
criteria for initial or continued listing on Nasdaq Texas.
---------------------------------------------------------------------------

    Under proposed Listing Rule IM-5405-1(a)(1)(B), a valuation agent 
will not be considered independent if:
    <bullet> At the time it provides such Valuation, the valuation 
agent or any affiliated person or persons beneficially own in the 
aggregate as of the date of the valuation, more than 5% of the class of 
securities to be listed, including any right to receive any such 
securities exercisable within 60 days.
    <bullet> The valuation agent or any affiliated entity has provided 
any investment banking services to the listing applicant within the 12 
months preceding the date of the Valuation. For purposes of this 
provision, ``investment banking services'' includes, without 
limitation, acting as an underwriter in an offering for the issuer; 
acting as a financial adviser in a merger or acquisition; providing 
venture capital, equity lines of credit, PIPEs (private investment, 
public equity transactions), or similar investments; serving as 
placement agent for the issuer; or acting as a member of a selling 
group in a securities underwriting. The valuation agent or any 
affiliated entity has been engaged to provide investment banking 
services to the listing applicant in connection with the proposed 
listing or any related financings or other related transactions.
    For a security that has had sustained recent trading in a Private 
Placement Market \16\ prior to listing, Nasdaq Texas will determine a 
company's price, Market Value of Listed Securities and Market Value of 
Unrestricted Publicly Held shares based on the lesser of: (i) the value 
calculable based on the Valuation \17\ and (ii) the value calculable 
based on the most recent trading price in a Private Placement 
Market.\18\
---------------------------------------------------------------------------

    \16\ Nasdaq Texas defines ``Private Placement Market'' in 
Listing Rule 5005(a) as a trading system for unregistered securities 
operated by a national securities exchange or a registered broker-
dealer.
    \17\ As described in more detail below, under proposed Listing 
Rules IM-5405-1(a)(3), in lieu of a Valuation, Nasdaq Texas may 
accept certain other compelling evidence of the security's price, 
Market Value of Listed Securities and Market Value of Unrestricted 
Publicly Held Shares.
    \18\ Proposed Listing Rule IM-5405-1(a)(1).
---------------------------------------------------------------------------

    Under proposed Listing Rule IM-5405-1(a)(5), to determine 
compliance with the price-based requirements and suitability for 
listing on the Exchange, Nasdaq Texas will examine the trading price 
trends for the stock in the Private Placement Market over a period of 
several months prior to listing and will only rely on a Private 
Placement Market price if it is consistent with a sustained history 
over that several month period evidencing a market value in excess of 
Nasdaq Texas' market value requirement. Nasdaq Texas believes that the 
price from such sustained trading in a Private Placement Market for the 
issuer's securities is predictive of the price in the market for the 
common stock that will develop upon listing of the securities on Nasdaq 
Texas.
    Alternatively, in the absence of any recent sustained trading in a 
Private Placement Market over a period of several months,\19\ to 
determine that such company has met the applicable price-based initial 
listing requirements, Nasdaq Texas proposes to require, under proposed 
Listing Rule IM-5405-1(a)(2) that a Valuation must evidence a price, 
Market Value of Listed Securities and Market Value of Unrestricted 
Publicly Held Shares that exceed 200% of the otherwise applicable 
requirement. Thus, to list on the Exchange, the Valuation must evidence 
a minimum bid price of at least $8 per share; Market Value of 
Unrestricted Publicly Held Shares of $30 million under the Income 
Standard; or Market Value of Unrestricted Publicly Held Shares of $36 
million under the Equity Standard; or Market Value of Unrestricted 
Publicly Held Shares of $40 million and Market Value of Listed 
Securities of $150 million under the Market Value Standard; or Market 
Value of Unrestricted Publicly Held Shares of $40 million under the 
Total Assets/Total Revenue Standard.\20\
---------------------------------------------------------------------------

    \19\ See also supra note 9[sic].
    \20\ See Listing Rules 5405(a) and (b), which generally require 
minimum bid price of at least $4 per share; Market Value of 
Unrestricted Publicly Held Shares of $15 million under the Income 
Standard; or Market Value of Unrestricted Publicly Held Shares of 
$18 million under the Equity Standard; or Market Value of 
Unrestricted Publicly Held Shares of $20 million and Market Value of 
Listed Securities of $75 million under the Market Value Standard; or 
Market Value of Unrestricted Publicly Held Shares of $20 million 
under the Total Assets/Total Revenue Standard.
---------------------------------------------------------------------------

    Under proposed Listing Rule IM-5405-1(a)(3) Nasdaq Texas may (but 
is not required to) accept other compelling evidence of the security's 
price, Market Value of Listed Securities and Market Value of 
Unrestricted Publicly Held Shares, including, a tender offer for cash 
by the company or an unaffiliated third party, a sale between 
unaffiliated third parties involving the company's equity securities, 
or equity security sales by the company that exceed 250% of the 
otherwise applicable requirement. To qualify as compelling evidence, 
transactions under the proposed rule must (1) have been completed 
within the prior six months, (2) have represented at least 20% of the

[[Page 62784]]

applicable Market Value of Unrestricted Publicly Held Shares 
requirement and (3) the participation of affiliates of the Company must 
be de minimis.\21\
---------------------------------------------------------------------------

    \21\ See Proposed Listing Rule IM-5405-1(a)(3)(ii)(C).
---------------------------------------------------------------------------

    For a company transferring from a foreign regulated exchange where 
there is a broad, liquid market for the company's shares, or listing on 
Nasdaq Texas while trading on such exchange, Nasdaq Texas will 
determine that the company has met the applicable price-based 
requirements based on the recent trading in such market. Listing Rule 
IM-5405-1(a)(4) will clarify that a company transferring from a foreign 
regulated exchange where there is a broad, liquid market for the 
company's shares or listing on the Nasdaq Texas while trading on such 
exchange is not subject to the new requirements applicable to Direct 
Listings.
    Finally, proposed Listing Rule IM-5405-1(b) require that securities 
qualified for listing under proposed Listing Rule IM-5405-1(b) must 
begin trading on Nasdaq Texas following the initial pricing through the 
crossing mechanism available for IPOs outlined in Rule 4120(c)(8) and 
Rule 4753.\22\ To allow such initial pricing, the company must: (i) in 
accordance with Rule 4120(c)(9), have a broker-dealer serving in the 
role of financial advisor to the issuer of the securities being listed, 
who is willing to perform the functions under Rule 4120(c)(8) that are 
performed by an underwriter with respect to an initial public offering; 
and (ii) list upon effectiveness of a Securities Act of 1933 
registration statement filed solely for the purpose of allowing 
existing shareholders to sell their shares.
---------------------------------------------------------------------------

    \22\ Rules 4120(c)(8) and 4750 were proposed by Nasdaq on 
September 3, 2026. See Release No. 34-106397 dated September 16, 
2026, available at <a href="https://www.sec.gov/files/rules/sro/nasdaqtx/2026/34-106397.pdf">https://www.sec.gov/files/rules/sro/nasdaqtx/2026/34-106397.pdf</a>.
---------------------------------------------------------------------------

    By proposing Listing Rule IM-5405-1, once Nasdaq Texas becomes a 
primary listing venue, issuers will have the alternative to list on the 
Exchange via Direct Listing.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\23\ in general, and furthers the objectives of Section 
6(b)(5) of the Act,\24\ 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 
transaction in securities, to remove impediments 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.
---------------------------------------------------------------------------

    \23\ 15 U.S.C. 78f(b).
    \24\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange's proposed Listing Rules at IM-5101-4, IM-5210(l), IM-
5405-1 and 5405(b)(3)(A) are substantially similar rules of Nasdaq and 
by removing Listing Rule IM-5220-1, the Exchange will be enabled to 
operate as a primary listing venue. The proposed rules are 
substantially similar to the rules of Nasdaq, which have been approved 
by the Commission. The Commission has previously found that Nasdaq's 
rules are consistent with the Act.
    The Exchange believes that proposed Listing Rule IM-5101-4 
authority would enhance Nasdaq Texas' ability to maintain fair and 
orderly markets, protect investors from the risks associated with 
trading in securities that raise significant concerns, and ensure that 
Nasdaq Texas' listing standards are applied in a manner consistent with 
investor protection and market integrity. The Exchange also believes 
that Proposed Rule IM-5101-4 furthers the objectives of Section 6(b)(7) 
of the Act in that it would provide a fair procedure for denying 
listing on the Exchange. Further, issuers will continue to be afforded 
applicable procedural protections in connection with any delisting 
determination, including notice and an opportunity for review as 
provided under Nasdaq Texas rules.
    By adopting special requirements for companies based in China, Hong 
Kong and Macau, and requirements for Direct Listings that are 
substantially similar to those of Nasdaq, in addition to removing the 
rule requiring issuers to dually list on another exchange, the proposed 
rule changes will support the Exchange's transition to serve as a 
primary listing market and protect investors and the public interest in 
connection with the listing and trading of securities on the Exchange. 
Further, Nasdaq and U.S. regulators and policymakers have identified 
specific and serious concerns with companies that principally operate 
in China which increase the risks to investors and make the protection 
of investors more difficult.\25\ Therefore, the Exchange does not 
believe that the proposed listing rule is designed to permit unfair 
discrimination against Chinese companies.
---------------------------------------------------------------------------

    \25\ See Exchange Act Release No. 105495 (May 14, 2026), 91 FR 
29183, 29190, (May 19, 2026) (Order Granting Accelerated Approval to 
Adopt Listing Rule 5210(l)).
---------------------------------------------------------------------------

    The proposed special requirements for companies based in China, 
Hong Kong and Macau will help to ensure that the security has 
sufficient public float, investor base, and trading interest likely to 
generate depth and liquidity sufficient to promote fair and orderly 
trading, thereby protecting investors and the public interest. Nasdaq 
Texas also believes that requiring a $25 million minimum offering size 
for Chinese companies seeking to list on the Exchange through an IPO, a 
business combination or transfer from the OTC market or another 
national securities exchange, as well as prohibiting these companies 
from direct listing on the Exchange, will ensure that a security to be 
listed on Nasdaq Texas has adequate liquidity, distribution and U.S. 
investor interest to support fair and orderly trading in the secondary 
market, which will reduce trading volatility and price manipulation, 
thereby protecting investors and the public interest. Moreover, because 
a Direct Listing does not raise any offering proceeds and typically 
does not involve an underwriter to market the transaction and help 
develop distribution and investor interest, Nasdaq Texas does not 
believe that the minimum of $30 million in Unrestricted Publicly Held 
Shares is sufficient for China-based Issuers to support meaningful 
price discovery and fair and orderly trading. The proposed rules are 
also substantially similar to Nasdaq Listing Rule 5210(l) which was 
found by the Commission to be consistent with the Act.\26\
---------------------------------------------------------------------------

    \26\ Id.
---------------------------------------------------------------------------

    Removal of Listing Rule IM-5220-1 eliminates any impediments from 
issuers listing solely on Nasdaq Texas by eliminating the requirement 
for issuers to also list on another exchange, which removes an 
impediment to a free and open market and will enhance competition for 
listings consistent with Section 6(b)(8) of the Act.\27\ Similar to 
other primary listing venues like Nasdaq, once Nasdaq Texas becomes a 
primary listing venue, Listing Rule IM-5220-1 is no longer necessary.
---------------------------------------------------------------------------

    \27\ 15 U.S.C. 78f(b)(8).
---------------------------------------------------------------------------

    Nasdaq believes that the proposal to modify Listing Rule 
5405(b)(3)(A) to provide that an Acquisition Company must have a Market 
Value of Listed Securities of at least $100 million to list on the 
Global Market is consistent with the protection of investors because 
this proposed listing requirement raises the existing threshold and is 
equal to the requirements applicable to Acquisition Companies listing 
on Nasdaq and NYSE.

[[Page 62785]]

    Finally, establishing Direct Listing standards pursuant to proposed 
Listing Rule IM-5405-1 is designed to provide issuers with an 
alternative mechanism for listing on the Exchange while protecting 
investors and the public interest by imposing listing standards similar 
to an IPO. In addition to the proposed new requirements, Direct 
Listings are subject to all initial listing requirements applicable to 
equity securities and, subject to applicable exemptions, the corporate 
governance requirements set forth in the Rule 5600 Series. Nasdaq 
Texas' existing requirements are designed to protect investors and 
serve to help assure that securities listed on Nasdaq Texas have 
sufficient investor interest and will trade in a liquid manner. As 
such, Nasdaq Texas believes the provisions of proposed Listing Rule IM-
5405-1 protect investors and the public interest in accordance with 
Section 6(b)(5) of the Exchange Act.
    By basing the proposed rules on the rules of the Exchange's 
affiliate--Nasdaq, the proposed rule changes will promote continuity 
across affiliated exchanges and will ensure that market participants 
encounter substantially similar rules and trading procedures across 
both exchanges.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule changes will 
impose any burden on competition not necessary or appropriate in 
furtherance of the purposes of the Act.
    The proposed rule changes to adopt Listing Rules 5210 and IM-5405-1 
is designed to provide transparency to the mechanism of listing 
securities from Chinese companies and listing securities in connection 
with a Direct Listing, respectively. These proposed rules, in addition 
to the removal of Listing Rule IM-5220-1, are appropriately protective 
of investors and are not designed to limit the ability of the issuers 
of those securities to list them on any other national securities 
exchange. The proposed rule changes will align the Exchange's Listing 
Rules 5210 and IM-5405-1 with substantially similar corresponding rules 
of Nasdaq, which will support the Exchange in its transition to a 
primary listing venue. The proposed listing rules will apply equally to 
all issuers of the Exchange, with the exception of proposed Listing 
Rule 5210(l). While proposed Listing Rule 5210(l) will apply only to 
companies primarily operating in China (including the Hong Kong Special 
Administrative Region and the Macau Special Administrative Region), 
Nasdaq, Congress, state financial officers and the SEC have identified 
specific concerns with such companies that make the imposition of 
additional initial listing criteria on such companies appropriate to 
enhance investor protection, which is a central purpose of the Act. Any 
impact on competition, either among listed companies or between 
exchanges, is incidental to that purpose.\28\ Further, China-based 
issuers may elect to list on other markets that do not have a similar 
requirement. Further, the proposed rule change will allow the Exchange 
to operate under listing rules that are substantially similar to those 
of Nasdaq and other primary listing markets, enabling the Exchange to 
compete with those markets for listings. The Exchange believes that the 
proposed rules will promote competition among national securities 
exchanges by providing issuers with an additional venue for listing 
their securities on an exchange with trading rules that are consistent 
with those of other primary listing markets.
---------------------------------------------------------------------------

    \28\ See supra n.26 at 29191.
---------------------------------------------------------------------------

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were either solicited or received.

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)(iii) of the Act \29\ and 
subparagraph (f)(6) of Rule 19b-4 thereunder.\30\
---------------------------------------------------------------------------

    \29\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \30\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file 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.
---------------------------------------------------------------------------

    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 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#96e4e3faf3bbf5f9fbfbf3f8e2e5d6e5f3f5b8f1f9e0"><span class="__cf_email__" data-cfemail="4634332a236b25292b2b232832350635232568212930">[email&#160;protected]</span></a>. Please include 
file number SR-NasdaqTX-2026-046 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-NasdaqTX-2026-046. 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-NasdaqTX-2026-046 and should be 
submitted on or before October 23, 2026.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\31\
---------------------------------------------------------------------------

    \31\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-20193 Filed 10-1-26; 8:45 am]
BILLING CODE 8011-01-P


</pre><script data-cfasync="false" src="/cdn-cgi/scripts/5c5dd728/cloudflare-static/email-decode.min.js"></script></body>
</html>