Nasdaq Initial IPO Listing Liquidity

Updated on: Mar 14, 2025

Latest Event


  • Mar. 12, 2025 SEC Amendment No. 1, Approval
  • On Mar. 12, 2025, SEC issued amendment no. 1, order granting accelerated approval.
  • As revised, the company relying on OTA market alternative will be required to satisfy the applicable MVUPHS requirement with only the proceeds from the offering.
  • Exchange proposes to increase the size of the required public offering for alternative to the ADV Requirement from $4mn to $5mn for Nasdaq Capital Market applicants.
  • And $8mn for Nasdaq global market applicants to align with the minimum MVUPHS.
  • If company qualifies under a standard other than the income standard, the minimum raise instead will have to satisfy the MVUPHS requirement of the applicable standard.
  • The proposed changes will become operative 30 days after approval by the SEC.

On Dec. 12, Nasdaq proposed rule on initial list liquidity requirement.

  • Nasdaq proposed rule to modify certain initial listing liquidity requirements.
  • Proposed Amendments
  • Amendments to modify Nasdaq Listing Rule 5405 and Nasdaq Listing Rule 5505.
  • Require firm listing on Nasdaq in connection with IPO satisfy minimum market value of unrestricted publicly held shares (MVUPHS) requirement from proceeds of offering.
  • Also proposing to make similar changes affecting companies that uplist to Nasdaq from the US over-the-counter market (OTC market) in conjunction with a public offering.
  • Consultation
  • Comments must be submitted within 21 days of pending publication in federal register.
  • Dec. 19, 2024 SEC Proposal
  • On Dec. 19, 2024, SEC published notice of Nasdaq proposal, 21-day comment period.
  • Dec. 30, 2024 SEC Fed Reg Proposal
  • On Dec. 30, 2024, SEC published proposal in federal register, comment Jan. 21, 2025.
  • Feb. 11, 2025 SEC Longer Period
  • On Feb. 11, 2025, SEC designated a longer period to take action, until Mar. 30, 2025.
  • Feb. 18, 2025, SEC Fed Reg Publication
  • On Feb. 18, 2025, SEC published designation of longer period, in the federal register.
  • Mar. 12, 2025 SEC Amendment No. 1, Approval
  • On Mar. 12, 2025, SEC issued amendment no. 1, order granting accelerated approval.
  • As revised, the company relying on OTA market alternative will be required to satisfy the applicable MVUPHS requirement with only the proceeds from the offering.
  • Exchange proposes to increase the size of the required public offering for alternative to the ADV Requirement from $4mn to $5mn for Nasdaq Capital Market applicants.
  • And $8mn for Nasdaq global market applicants to align with the minimum MVUPHS.
  • If company qualifies under a standard other than the income standard, the minimum raise instead will have to satisfy the MVUPHS requirement of the applicable standard.
  • The proposed changes will become operative 30 days after approval by the SEC.
Regulators
Nasdaq
Entity Types
B/D; Corp; Exch
Reference
SEC RF 34-102622, 3/12/2025; 90 FR 9771, 2/18/2025; SEC RF 34-102389, 2/11/2025; 89 FR 106717, 12/30/2024; SEC RF 34-101978, 12/19/2024; NASDAQ-2024-084, 12/12/2024; Citation: *Nasdaq Listing Rule* 5405, 5505;
Functions
Compliance; Legal; Operations; Registration/Licensing; Trade Reporting; Trading
Countries
United States of America
Category
State
N/A
Products
Corporate; Issuance/IPO; Securities
Rule Type
Final
Regions
Am
Rule Date
Dec 12, 2024
Effective Date
Apr 11, 2025
Rule ID
237261
Linked to
N/A
Reg. Last Update
Mar 12, 2025
Report Section
US Investment