Self-Regulatory Organizations; NYSE Texas, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Adopt New Rule 8a To Provide for the Listing of Acquisition Companies

Issuing agencies

Full Text

<html>
<head>
<title>Federal Register, Volume 91 Issue 213 (Thursday, November 5, 2026)</title>
</head>
<body><pre>
[Federal Register Volume 91, Number 213 (Thursday, November 5, 2026)]
[Notices]
[Pages 69903-69906]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-22562]


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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-106798; File No. SR-NYSETEX-2026-39]


Self-Regulatory Organizations; NYSE Texas, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change To Adopt New Rule 
8a To Provide for the Listing of Acquisition Companies

November 2, 2026.
    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 October 20, 2026, the NYSE Texas, Inc. (``NYSE Texas'' 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 self-regulatory 
organization. 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\ 15 U.S.C. 78a.
    \3\ 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 adopt new Rule 8a under Article 22 of the 
NYSE Texas Rule Book (the ``Rule Book') to provide for the listing of 
companies whose business plan is to complete one or more acquisitions 
(``Acquisition Companies''). The proposed rule change is available on 
the Exchange's website at <a href="http://www.nyse.com">www.nyse.com</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 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
    In 2025, the Exchange reincorporated in the State of Texas and was 
re-named NYSE Texas, Inc. In 2026, the Exchange amended certain of its 
initial and continued listing standards to facilitate new listings on 
the Exchange.\4\ The Exchange now proposes to adopt new Rule 8a to 
provide for the listing of Acquisition Companies.\5\
---------------------------------------------------------------------------

    \4\ See Securities Exchange Act Release No. 105819 (June 30, 
2026), 91 FR 41153 (July 6, 2026).
    \5\ New York Stock Exchange LLC (``NYSE'') and NYSE American LLC 
also have adopted standards for listing acquisition companies. See 
Section 102.06 of the NYSE Listed Company Manual and Section 119 of 
the NYSE American Company Guide. The proposed standards are the same 
as the comparable NYSE American standards.
---------------------------------------------------------------------------

    In order to qualify for listing a class of common stock on the 
Exchange, an issuer must meet one of four initial listing standards 
contained in Rule 8. An Acquisition Company would can qualify for 
listing pursuant to initial listing standards 3 \6\ or 4 \7\ as initial 
listing standards 1 \8\ and 2 \9\ require prior operating history. To 
account for the differences between a standard operating company and an 
Acquisition Company, the Exchange proposes to adopt the following 
additional listing criteria for Acquisition Companies:
---------------------------------------------------------------------------

    \6\ See Rule 8(c).
    \7\ See Rule 8(d).
    \8\ See Rule 8(a). Initial Listing Standard 1 requires previous 
years of positive earnings.
    \9\ See Rule 8(b). Initial Listing Standard 2 requires two years 
of consecutive operating history.
---------------------------------------------------------------------------

    a. At least 90% of the gross proceeds from the initial public 
offering and any concurrent sale by an Acquisition Company of equity 
securities must be deposited in a trust account maintained by an 
independent trustee, an escrow account maintained by an ``insured 
depository institution,'' as that term is defined in Section 3(c)(2) of 
the Federal

[[Page 69904]]

Deposit Insurance Act, or in a separate bank account established by a 
registered broker or dealer (collectively, a ``deposit account'').
    b. Within 36 months of the effectiveness of its initial public 
offering registration statement, or such shorter period that the 
Acquisition Company specifies in its registration statement, the 
Acquisition Company 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.
    c. Until the Acquisition Company has satisfied the condition in 
paragraph (b) above, each business combination must be approved by a 
majority of the Acquisition Company's independent directors.
    d. Until the Acquisition Company has satisfied the condition in 
paragraph (b) above, if the Acquisition Company holds a shareholder 
vote on a business combination for which the Acquisition Company must 
file and furnish a proxy or information statement subject to Regulation 
14A or 14C under the Securities Exchange Act of 1934 in advance of the 
shareholder meeting, the business combination must be approved by a 
majority of the shares of common stock voting at the meeting at which 
the combination is being considered. If a shareholder vote on the 
business combination is held, public shareholders voting against a 
business combination must have the right to convert their shares of 
common stock into a pro rata share of the aggregate amount then in the 
deposit account (net of taxes payable and amounts distributed to 
management for working capital purposes) if the business combination is 
approved and consummated. An Acquisition Company may establish a limit 
(set no lower than 10% of the shares sold in the initial public 
offering) as to the maximum number of shares with respect to which any 
shareholder, together with any affiliate of such shareholder or any 
person with whom such shareholder is acting as a ``group'' (as such 
term is used in Sections 13(d) and 14(d) of the Securities Exchange Act 
of 1934), may exercise such conversion rights. For purposes of this 
paragraph (d), public shareholder excludes officers and directors of 
the company, the company's sponsor, the founding shareholders of the 
company, any family member or affiliate of any of the foregoing 
persons, and other concentrated holdings of 10% or more. For purposes 
of the proposed rule, ``family member'' means a person's spouse, 
parents, children and siblings, whether by blood, marriage or adoption, 
or anyone residing in such person's home.
    e. Until the Acquisition Company has satisfied the condition in 
paragraph (b) above, if a shareholder vote on the business combination 
is not held for which the Acquisition Company must file and furnish a 
proxy or information statement subject to Regulation 14A or 14C under 
the Securities Exchange Act of 1934, the Acquisition Company must 
provide all shareholders with the opportunity to redeem all their 
shares for cash equal to their pro rata share of the aggregate amount 
then in the deposit account (net of taxes payable and amounts 
distributed to management for working capital purposes), pursuant to 
Rule 13e-4 and Regulation 14E under the Securities Exchange Act of 
1934, which regulate issuer tender offers. The Acquisition Company must 
file tender offer documents with the Securities and Exchange Commission 
containing substantially the same financial and other information about 
the business combination and the redemption rights as would be required 
under Regulation 14A of the Securities Exchange Act of 1934, which 
regulates the solicitation of proxies.
    Until the Acquisition Company completes a business combination 
where all conditions in paragraph (b) above are met, the company must 
notify the Exchange on the appropriate form about each proposed 
business combination. Following each business combination, the combined 
company must meet the requirements for initial listing. If the 
Acquisition Company does not meet the requirements for initial listing 
following a business combination or does not comply with one of the 
requirements set forth above, the Exchange shall commence delisting 
proceedings under Rule 4(c) to delist the company's securities. The 
Acquisition Company shall not be eligible to follow the procedures to 
cure deficiencies outlined in Interpretation and Policy .01 to Rule 
17A. If the Acquisition Company is subject to delisting due to a 
failure to comply with paragraph (b) above, the Exchange will 
immediately suspend trading in the company's securities at the time of 
commencement of delisting proceedings and trading in the Acquisition 
Company's securities will remain suspended until the conclusion of any 
appeal of the delisting pursuant to Rule 4(c).
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\10\ in general, and furthers the 
objectives of Section 6(b)(5) \11\ of the Act, in particular, because 
it is designed to prevent fraudulent and manipulative acts and 
practices, to promote just and equitable principles of trade, to foster 
cooperation and coordination with persons engaged in 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. In addition, 
the Exchange believes that the proposed changes would promote just and 
equitable principles of trade, remove impediments to, and perfect the 
mechanism of, a free and open market and a national market system, and 
protect investors and the public interest because the proposed rules 
are based on rules of the Exchange's affiliated markets, the New York 
Stock Exchange and NYSE American, that have been approved by the 
Commission. The Exchange does not believe there is any material 
difference between the proposed additional criteria for Acquisition 
Companies and the comparable criteria on the NYSE and NYSE American 
exchanges. Accordingly, the proposed rule changes promote continuity 
across affiliated exchanges, permitting categories of securities to 
list and trade on the Exchange by meeting comparable listing standards 
as on the Exchange's affiliated markets.
---------------------------------------------------------------------------

    \10\ 15 U.S.C. 78f(b).
    \11\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule change is consistent 
with the above principles. The Exchange also believes that by adopting 
additional criteria for Acquisition Companies seeking to list on the 
Exchange, the proposed rule change would encourage the additional 
utilization of, and interaction with, the exchange market, and provide 
issuers with additional choice for venues on which to list their 
securities.
    The proposal is also designed to promote just and equitable 
principles of trade by way of initial and continued listing standards 
which, if not maintained, would result in the discontinuation of 
trading in the affected products. These requirements, together with the 
applicable Exchange trading rules (which apply to the proposed 
products), ensure that no investor would have an unfair

[[Page 69905]]

advantage over another respecting the trading of the subject products. 
On the contrary, all investors would have the same access to, and use 
of, information concerning the specific products and trading in the 
specific products, all to the benefit of public customers and the 
marketplace as a whole.
    Furthermore, the proposal is designed to remove impediments to and 
perfect the mechanism of a free and open market and a national market 
system by adopting rules that would lead ultimately to the listing and 
trading of new securities on the Exchange. The proposed changes do 
nothing more than enhance Exchange rules to align them with comparable 
rules on other listing exchanges. The Exchange believes that by 
aligning Exchange rules with the rules of other listing venues, the 
proposal would offer another option for the listing of securities and 
thereby promote broader competition among exchanges. The Exchange 
believes that issuers permitted to list securities on the Exchange 
should enhance competition within the mechanism of a free and open 
market and a national market system, and customers and other investors 
in the national market system should benefit from more depth and 
liquidity in the market.
    Additionally, the proposal is designed to prevent fraudulent and 
manipulative acts and practices, as trading would be subject to 
existing Exchange trading rules, together with specific requirements 
for registered market makers, books and record production, surveillance 
procedures, suitability and prospectus requirements, and requisite 
Exchange approvals, all set forth above. The proposed rule changes 
accomplish these objectives by enhancing Exchange listing standards. 
The Exchange believes that these proposed rules will enhance the 
Exchange's listing program, thereby serving to improve the national 
market system and protect investors and the public interest.

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 that is not necessary or appropriate 
in furtherance of the purposes of the Act. The proposed change is 
designed to conform the Exchange's listing rules to the listing rules 
of other major listing exchanges. The proposed rule amendments are 
substantively identical to the rules in effect on the NYSE and NYSE 
American markets.
    The proposed rules support competition by allowing for an 
additional listing venue for Acquisition Companies. The proposed rule 
change would promote competition by allowing the Exchange to compete 
with other national securities exchanges for the listing and trading of 
Acquisition Companies on the basis of substantively comparable listing 
rules. The proposed rule changes would mitigate the risk that the 
Exchange could compete for listings on the basis of different or lesser 
listing standards.

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.

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

    No written comments were solicited or received with respect to the 
proposed rule change. [sic]

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The Exchange has filed the proposed rule change pursuant to Section 
19(b)(3)(A)(iii) of the Act \12\ and Rule 19b-4(f)(6) thereunder.\13\ 
Because the 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 prior to 
30 days from the date on which it was filed, or such shorter time as 
the Commission may designate, if consistent with the protection of 
investors and the public interest, the proposed rule change has become 
effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-
4(f)(6)(iii) thereunder.
---------------------------------------------------------------------------

    \12\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \13\ 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.
---------------------------------------------------------------------------

    A proposed rule change filed under Rule 19b-4(f)(6) \14\ normally 
does not become operative prior to 30 days after the date of the 
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\15\ the Commission 
may designate a shorter time if such action is consistent with the 
protection of investors and the public interest. The Exchange has asked 
the Commission to waive the 30-day operative delay so that the proposal 
may become operative immediately upon filing. The Exchange states that 
the proposed rule change serves investor protection and public interest 
goals by ensuring that when the Exchange lists an Acquisition Company, 
such security is subject to comparable listing standards as it would be 
on the New York Stock Exchange or NYSE American. The Commission 
believes that waiver of the 30-day operative delay is consistent with 
the protection of investors and the public interest because the 
proposed rule change does not raise any new or novel issues. 
Accordingly, the Commission hereby waives the 30-day operative delay 
and designates the proposed rule change as operative upon filing.
---------------------------------------------------------------------------

    \14\ 17 CFR 240.19b-4(f)(6).
    \15\ 17 CFR 240.19b-4(f)(6)(iii).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of such 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 under 
Section 19(b)(2)(B) \16\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
---------------------------------------------------------------------------

    \16\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

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#691b1c050c440a0604040c071d1a291a0c0a470e061f"><span class="__cf_email__" data-cfemail="c4b6b1a8a1e9a7aba9a9a1aab0b784b7a1a7eaa3abb2">[email&#160;protected]</span></a>. Please include 
file number SR-NYSETEX-2026-39 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-NYSETEX-2026-39. 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 (https://www.sec.gov/

[[Page 69906]]

rules/sro.shtml). 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-NYSETEX-2026-39 and should be submitted 
on or before November 27, 2026.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\17\
---------------------------------------------------------------------------

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

Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-22562 Filed 11-4-26; 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>