NYSE Texas adopts Rule 8a to list acquisition companies
Acquisition companies seeking NYSE Texas listing are subject to the new rule effective immediately upon filing on Oct. 20, 2026
On November 2, 2026 the Securities and Exchange Commission published a notice that NYSE Texas, Inc. filed a proposed rule change on October 20, 2026 (Release No. 34-106798; File No. SR-NYSETEX-2026-39; FR Doc No. 2026-22562). The filing seeks immediate effectiveness of a new Rule 8a under Article 22 of the NYSE Texas Rule Book to provide for the listing of acquisition companies.
The proposed rule requires that at least 90% of the gross proceeds from an acquisition company's initial public offering and any concurrent equity sale be placed in a trust, escrow, or other deposit account. Within 36 months of the IPO registration statement, or a shorter period specified by the company, the issuer must complete one or more business combinations whose aggregate fair market value equals at least 80% of the deposit account balance (excluding deferred underwriter fees and taxes). Until that condition is met, each combination must be approved by a majority of the company's independent directors, and, where a proxy or information statement is required, by a majority of the voting shares at the shareholder meeting. Shareholders voting against a approved combination may convert their shares into a pro rata portion of the deposit account, subject to a conversion limit not lower than 10% of the IPO shares. If no proxy-required vote occurs, the company must offer all shareholders a cash redemption under Rule 13e-4 and Regulation 14E.
Failure to satisfy the 80% combination requirement triggers delisting proceedings under Rule 4(c). The exchange will immediately suspend trading at the commencement of delisting and the suspension will remain through any appeal. The company also loses eligibility for cure procedures under Interpretation and Policy .01 to Rule 17A.
The exchange cites Section 6(b) of the Securities Exchange Act as the statutory basis, asserting that the rule promotes investor protection, market integrity, and consistency with comparable standards on NYSE and NYSE American.
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