NYSE Texas adopts NYSE American's SPAC listing standards, operative on filing

NYSE Texas filed the new Rule 8a, under Article 22 of its rule book, with the SEC on 20 Oct. The notice was published in the Federal Register on 5 Nov. Rule 8a provides for the listing of “companies whose business plan is to complete one or more acquisitions”, which the exchange calls Acquisition Companies.

The filing says “the proposed standards are the same as the comparable NYSE American standards” (NYSE American Company Guide Section 119). It adds that NYSE has its own standards in Section 102.06 of the Listed Company Manual. The exchange says it does not believe there is “any material difference” from either.

The criteria

A SPAC would qualify under NYSE Texas’s initial listing standards 3 or 4, since standards 1 and 2 require an operating history. On top of those, Rule 8a requires:

• Trust: at least 90% of the gross proceeds of the IPO, and of any concurrent equity sale, held in a trust, escrow or broker-dealer account.
• Deadline: one or more business combinations, with an aggregate fair market value of at least 80% of the deposit account, completed within 36 months of the IPO registration statement becoming effective, or a shorter period set in its registration statement. The 80% excludes deferred underwriting fees and taxes on the account’s income.
• Approvals: each combination approved by a majority of independent directors. If the SPAC holds a shareholder vote, the deal also needs a majority of the shares voted.
• Conversion rights: public holders who vote against a deal can convert into a pro rata share of the trust. A SPAC may cap any holder and its group at no less than 10% of the IPO shares.
• Redemption without a vote: if there is no vote, all holders must be offered redemption through a tender offer under Rule 13e-4 and Regulation 14E.

After a business combination, the combined company must meet NYSE Texas’s initial listing requirements. A SPAC that misses the requirements is not eligible for the rule book’s cure procedures. If it misses the deadline, the exchange “will immediately suspend trading” when delisting proceedings begin. Trading stays suspended until any appeal concludes.

Operative on filing

NYSE Texas asked the SEC to waive the usual 30-day operative delay. The SEC agreed, saying the change “does not raise any new or novel issues”, and designated it operative on filing. Comments are due by 27 Nov 2026.

The filing notes that NYSE Texas reincorporated in Texas and was renamed in 2025, and that it changed its listing standards in 2026 “to facilitate new listings on the Exchange”.

Why it matters

Analysis. This copies an existing standard rather than creating a new one. Its significance is about competition: NYSE Texas is adding to the range of issuers it can list while Nasdaq Texas and TXSE compete for Texas-domiciled companies and dual listings (our report). The SEC recently approved NYSE Texas’s fee package for large dual-listers (our report). For SPAC sponsors and their advisers, there is no change in substance from NYSE American. The choice comes down to fees, the Texas profile and where the target company wants to be listed after the deal.

What we are watching

• The first SPAC IPO on NYSE Texas, and the fee schedule that applies to it.
• Whether TXSE or Nasdaq Texas adopts or markets its own SPAC standards.

Sources

• SR-NYSETEX-2026-39, Release No. 34-106798, Federal Register, 5 Nov 2026 (filed 20 Oct 2026)