[Federal Register Volume 89, Number 70 (Wednesday, April 10, 2024)]
[Notices]
[Pages 25291-25293]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-07538]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-99906; File No. SR-NYSE-2024-18]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing of Proposed Rule Change To Amend Section 102.06 of the 
NYSE Listed Company Manual To Provide That a Special Purpose 
Acquisition Company Can Remain Listed Until Forty-Two Months From Its 
Original Listing Date if It Has Entered Into a Definitive Agreement 
With Respect to a Business Combination Within Three Years of Listing

April 4, 2024.
    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 March 27, 2024, New York Stock Exchange LLC (``NYSE'' or the 
``Exchange'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I, II, 
and III 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.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend Section 102.06 of the NYSE Listed 
Company Manual (``Manual'') to provide that a special purpose 
acquisition company (``SPAC'') can remain listed until forty-two months 
from its original listing date if it has entered into a definitive 
agreement with respect to a business combination within three years of 
listing. The text of the proposed rule change is set forth in Exhibit 
5. The proposed rule change is available on the Exchange's website at 
www.nyse.com, at the principal office of the Exchange, and at the 
Commission's Public Reference Room.

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

    In its filing with the Commission, the self-regulatory organization 
included statements concerning the purpose of, and basis for, the 
proposed rule change and discussed any comments it received on the 
proposed rule change. The text of those statements may be examined at 
the places specified in Item IV below. The Exchange has prepared 
summaries, set forth in sections A, B, and C below, of the most 
significant parts of such statements.

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

1. Purpose
    Section 102.06e of the Manual provides that the Exchange will 
promptly commence delisting procedures with respect to any listed SPAC 
that fails to consummate its Business Combination within (i) the time 
period specified by its constitutive documents or by contract or (ii) 
three years, whichever is shorter. For purposes of Section 102.06, a 
Business Combination is defined as a merger, capital stock exchange, 
asset acquisition, stock purchase, reorganization, or similar business 
combination with one or more operating businesses or assets with a fair 
market value equal to at least 80% of the net assets held in trust by 
the SPAC (net of amounts disbursed to management for working capital 
purposes and excluding the amount of any deferred underwriting discount 
held in trust).
    Section 102.06e requires the Exchange to promptly commence 
delisting procedures even for listed SPACs that have entered into a 
definitive agreement with respect to a Business Combination within 
three years of their listing date, but that are unable to complete the 
transaction before the three-year deadline established by 102.06e. As a 
practical matter, any such NYSE-listed SPAC would need to liquidate, 
transfer to a market that provides a longer period of time to complete 
the Business Combination, or face delisting.\4\
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    \4\ The Exchange notes that the three-year limitation for a SPAC 
is established solely by Exchange rule, and that many SPACs have 
been able to extend their lives beyond three years either by 
shareholder approval or other mechanisms provided under their 
organizing documents. Even if approved by shareholders, any 
extension beyond three years does not circumvent Exchange rules 
which mandate delisting if a SPAC has not consummated a Business 
Combination within three years.
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    The Exchange notes that Nasdaq's SPAC listing requirements include 
a three-year limitation that is substantially similar to that included 
in the Exchange's SPAC listing standard.\5\ However, Nasdaq appeal 
panels have granted additional time to SPACs that appeal their 
delisting for failure to consummate a Business Combination

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within three years in circumstances where the SPAC has a definitive 
agreement and requests additional time beyond the three years provided 
by the applicable rule to enable it to consummate its merger.\6\
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    \5\ See Nasdaq IM 5101-2.
    \6\ See, e.g., Current Report on Form 8-K furnished to the SEC 
by Brilliant Acquisition Corporation on September 19, 2023: ``[T]he 
Company received a notice from the staff of the Listing 
Qualifications Department of Nasdaq indicating that, unless the 
Company timely requested a hearing before the Panel, the Company's 
securities (units, ordinary shares, warrants, and rights) would be 
subject to suspension and delisting from The Nasdaq Capital Market 
at the opening of business on July 7, 2023 due to the Company's non-
compliance with Nasdaq IM 5101-2, which requires that a special 
purpose acquisition company complete one or more business 
combinations within 36 months of the effectiveness of its initial 
public offering registration statement. . . . The Panel granted the 
Company's request for continued listing on Nasdaq, subject to the 
following: (i) on or before November 27, 2023, the Company must 
advise the Panel on the status of the vote by shareholders of both 
the Company and Nukkleus, Inc. (``Nukkleus'') regarding their 
planned business combination; and (ii) the Company's completion of 
the business combination transaction on or before December 23, 
2023''.
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    The Exchange proposes to amend Section 102.06e to extend the period 
for which a SPAC can remain listed if it has signed a definitive 
agreement with respect to a Business Combination. As amended, Section 
102.06e will provide that the SPAC will be liquidated if it has not (i) 
entered into a definitive agreement with respect to its Business 
Combination within (A) the time period specified by its constitutive 
documents \7\ or by contract or (B) three years, whichever is shorter 
or (ii) consummated its Business Combination within the time period 
specified by its constitutive documents or by contract or forty-two 
months, whichever is shorter. The Exchange will promptly commence 
delisting procedures with respect to any SPAC that fails to (i) enter 
into a definitive agreement with respect to its Business Combination 
within (A) the time period specified by its constitutive documents or 
by contract or (B) three years, whichever is shorter or (ii) consummate 
its Business Combination within the time period specified by its 
constitutive documents or by contract or forty-two months, whichever is 
shorter.
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    \7\ The Exchange notes that, on occasion, a SPAC will amend its 
constitutive documents to extend the time period in which it has to 
consummate a Business Combination. For example, a SPAC's 
constitutive documents may initially specify that it has 24 months 
to consummate a Business Combination, but such SPAC may subsequently 
seek shareholder approval to amend its constitutive documents to 
extend that period to 36 months. In applying the proposed rule, the 
Exchange will consider the ``time period specified in its 
constitutive documents'' to be the time period so specified, as 
emended by any shareholder vote.
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2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\8\ in general, and furthers the 
objectives of Section 6(b)(5) of the Act \9\ in particular, in that it 
is designed to promote just and equitable principles of trade, to 
foster cooperation and coordination with persons engaged in regulating, 
clearing, settling, processing information with respect to, and 
facilitating transactions in securities, to remove impediments to and 
perfect the mechanism of a free and open market and a national market 
system, and, in general, to protect investors and the public interest 
and is not designed to permit unfair discrimination between customers, 
issuers, brokers, or dealers.
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    \8\ 15 U.S.C. 78f(b).
    \9\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes that the proposed amendment is consistent 
with the protection of investors. The Exchange further believes that a 
SPAC represents a significantly different investment after it enters 
into a definitive agreement for a Business Combination, as investors 
who continue to hold the SPAC's securities or acquire them after that 
agreement is executed have knowledge about the operating asset the SPAC 
intends to own and can be assumed to own the securities because they 
want to have an ownership interest in the post-Business Combination 
entity. As such, the Exchange believes that a SPAC that has signed a 
definitive merger agreement to acquire an identified business does not 
present the same investor protection concerns as a SPAC before signing 
such an agreement, which is more purely a blind pool investment. 
Furthermore, delisting a SPAC that has signed a definitive merger 
agreement when it reaches the three-year deadline may be contrary to 
the interests of the SPAC's public shareholders at that time.
    For the foregoing reasons, the Exchange believes that it is 
consistent with the protection of investors to provide a SPAC that has 
signed a Business Combination agreement within three years a maximum 
period of forty-two months from the time of listing to consummate a 
Business Combination.

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

    The Exchange believes the proposed rule change will not impose any 
burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act. The Exchange further believes 
that the proposed rule change will increase competition by increasing 
the possibility that listed SPACs will be able to complete their 
Business Combinations before the prospect of delisting. The Exchange 
also believes that the proposed amendment will increase competition for 
the listing of SPACs and Business Combinations by enabling SPACs listed 
on the NYSE additional flexibility in the timing of their Business 
Combinations that is similar to the timing Nasdaq currently provides to 
SPACs through discretionary grants of additional time by hearing panels 
in their delisting process.

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

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

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

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period up to 90 days (i) as the 
Commission may designate if it finds such longer period to be 
appropriate and publishes its reasons for so finding or (ii) as to 
which the self-regulatory organization consents, the Commission will:
    (A) by order approve or disapprove the proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule 
change should be 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

     Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
file number SR-NYSE-2024-18 on the subject line.

Paper Comments

     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-NYSE-2024-18. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your

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comments more efficiently, please use only one method. The Commission 
will post all comments on the Commission's internet website (https://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent 
amendments, all written statements with respect to the proposed rule 
change that are filed with the Commission, and all written 
communications relating to the proposed rule change between the 
Commission and any person, other than those that may be withheld from 
the public in accordance with the provisions of 5 U.S.C. 552, will be 
available for website viewing and printing in the Commission's Public 
Reference Room, 100 F Street NE, Washington, DC 20549, on official 
business days between the hours of 10 a.m. and 3 p.m. Copies of the 
filing also will be available for inspection and copying at the 
principal office of the Exchange. Do not include personal identifiable 
information in submissions; you should submit only information that you 
wish to make available publicly. We may redact in part or withhold 
entirely from publication submitted material that is obscene or subject 
to copyright protection. All submissions should refer to file number 
SR-NYSE-2024-18 and should be submitted on or before May 1, 2024.
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    \10\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\10\
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-07538 Filed 4-9-24; 8:45 am]
BILLING CODE 8011-01-P