Voglio sapere a riguardo di…

12248

Federal Register / Vol. 86, No. 39 / Tuesday, March 2, 2021 / Notices
jbell on DSKJLSW7X2PROD with NOTICES

on the Exchange, including the CDL
Order, would be cancelled back to the entering firms.
Because the CDL Order will be a market order, if the Halt Cross proceeds, that order will execute in full in the Halt Cross, along with orders priced at or better than the price determined in the Halt Cross. As noted above, the Halt Cross would not be allowed to proceed if the actual price calculated by the Cross is below the lowest price or above the highest price of the price range disclosed by the company in its effective registration statement.
Nasdaq also proposes changes to Rules 4753a3 and 4753b2 to make adjustments to the calculation of the Current Reference Price, which is disseminated in the Nasdaq Order Imbalance Indicator, in the case of a Direct Listing with a Capital Raise and for how the price at which the Nasdaq Halt Cross will execute. In each case, where there are multiple prices that would satisfy the conditions for determining a price, Nasdaq proposes to modify the fourth tie-breaker for a Direct Listing with a Capital Raise, to use the lowest price of the price range disclosed by the issuer in its effective registration statement.
In this Amendment No. 1, Nasdaq also proposes changes to address concerns raised by the Commission in the OIP relating to Rule 4120.
Specifically, consistent with Nasdaqs original intent, as revised, the price bands established by Rule 4120c8
cannot act to cause the Halt Cross to occur outside of the price range disclosed by the issuer in its effective registration statement because the actual price calculated by the Cross is required to be at or above the lowest price and at or below the highest price of the price range established by the issuer in its effective registration statement.25
Finally, Nasdaq proposes to amend Rule 4120c9 to specify that the activities performed by a financial advisor under Rule 4120c8 must be conducted in a manner that is consistent with all federal securities laws, including Regulation M and other anti25 In addition, in the OIP the Commission expressed concern that the financial advisor could, in effect, cancel the non-cancellable CDL Order by rescheduling the offering. To address this concern, this amendment modifies the rules to provide that Nasdaq, in consultation with the financial advisor to the issuer, will make the determination of whether the security is ready to trade and whether to postpone and reschedule the offering as described in Rule 4120c8A. Finally, the proposed changes to Rule 4753 have been modified to reflect that the lowest price at which the Nasdaq Halt Cross can occur is the lowest price of the price range disclosed by the issuer in its effective registration statement.

VerDate Sep<11>2014

17:11 Mar 01, 2021

Jkt 253001

manipulation requirements.26 This change will apply to traditional Direct Listings, as described under IM53151, IM54051 and IM55051, as well as to Direct Listings with a Capital Raise, as described under proposed IM5315
2.
2. Statutory Basis The Exchange believes that its proposal is consistent with Section 6b of the Act,27 in general, and furthers the objectives of Section 6b5 of the Act,28
in particular, in that it is designed to promote just and equitable principles of trade, 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.
Nasdaq believes that the proposed amendment to the listing requirements is consistent with the protection of investors. The proposal would require that a company completing a Direct Listing with a Capital Raise have an aggregate market value of unrestricted publicly-held shares immediately prior to listing together with the market value of shares the company sells in the opening auction total at least $110
million or $100 million, if the Company has stockholders equity of at least $110 million, with such market value calculated using a price per share equal to the lowest price of the price range established by the issuer in its effective registration statement. While officers, directors or owners of more than 10% of the companys common stock prior to the opening auction may purchase shares sold by the company or other shareholders in the opening transaction on Nasdaq, in the event that such purchases are not inconsistent with general anti-manipulation provisions, Regulation M, and other applicable securities laws, Nasdaq expects that a company expecting to sell a significant portion of its shares to officers, directors and existing significant shareholders would not undertake a public listing through a Direct Listing with a Capital Raise but would raise capital in a private placement or a similar transaction instead. Nasdaq also notes that a company may list on the Global Select Market in connection with its initial public offering with a market value of unrestricted publicly held shares of $45
million and that unlike a company listing in connection with a Direct 26 Rule 4120c8 describes the activities performed by an underwriter in an IPO and by a financial advisor in a Direct Listing.
27 15 U.S.C. 78fb.
28 15 U.S.C. 78fb5.

PO 00000

Frm 00080

Fmt 4703

Sfmt 4703

Listing that could qualify for the pricebased initial listing requirements based on a Valuation, a company listing in connection with a Direct Listing with a Capital Raise, like an IPO, must qualify for such requirements based on the minimum price at which it could sell shares in the offering. The higher requirement, along with the ability of all investors to purchase shares in the opening process on the Exchange, should result in companies using a Direct Listing with a Capital Raise having adequate public float and a liquid trading market after the completion of the opening auction.
Nasdaq also believes that it is consistent with the protection of investors to calculate the securitys bid price and values derived from the securitys price using a price per share equal to the lowest price of the price range disclosed by the issuer in its effective registration statement. Nasdaq will allow the Halt Cross to take place as low as this price, but no lower, and so this is the minimum price at which the company could be listed.
The proposed requirement that a company that lists on the Nasdaq Global Select Markets through a Direct Listing with a Capital Raise must begin trading of the companys securities following the initial pricing through the Halt Cross will promote fair and orderly markets by protecting against volatility in the pricing and initial trading of securities covered by the proposed rule change because a substantial number of buy and sell orders is expected to be executed in the Halt Cross at a single price rather than in the secondary trading at fluctuating prices. Accordingly, Nasdaq believes these changes, as required by Section 6b5 of the Exchange Act, are reasonably designed to protect investors and the public interest and promote just and equitable principles of trade for the opening of securities listing in connection with a Direct Listing with a Capital Raise on the Nasdaq Global Select Market.
Nasdaq also believes that the proposed adoption of the CDL Order type in Rule 4702 and the addition of requirements to the operation of the Nasdaq Halt Cross in Rule 4120c9
will remove impediments to and perfect the mechanism of a free and open market and a national market system because it would guarantee that the Nasdaq Halt Cross would only occur within the specified price range, as described above, and, if the Halt Cross occurs, all shares offered by the company would be sold at such price.
Unlike an IPO, a company listing through a Direct Listing with a Capital Raise would not have an underwriter to
E:FRFM02MRN1.SGM

02MRN1