October 31, 2017

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-1090

Attention: Mr. Brent J. Fields, Secretary

Re: File Number SR–NASDAQ–2017–087

Dear Secretary Fields:

The Securities Industry and Financial Markets Association (“SIFMA”)1 is writing to respond to the invitation of the Securities and Exchange Commission (“Commission”) for public comment on the above-referenced proposal (the “Proposal”) by the NASDAQ Stock Market LLC (“NASDAQ”). Under the Proposal, NASDAQ will modify its listing requirements related to Acquisition Companies (as defined in the Proposal) to:

(1) reduce the 300 round-lot holder requirement to 150 for an initial listing of an Acquisition Company, and eliminate the 300 public holder requirement for continued listing while an Acquisition Company;
(2) require that an Acquisition Company maintain net tangible assets in excess of $5 million; and
(3) allow a 30-day period for a former Acquisition Company, post-initial business combination, to demonstrate compliance with all initial listing requirements applicable to an operating company, including the 300 round-lot holder and the 300 public holder requirements.

SIFMA appreciates the opportunity to provide comments to the Commission on the Proposal.

For many years, SIFMA and its members have been vocal advocates and thought leaders on equity market structure issues. The U.S. equity markets are the deepest, most liquid and most efficient in the world, and investors in these markets enjoy the protection of the listing rules of national stock exchanges. While these rules are designed, in part, to protect investors and the public interest, SIFMA believes certain rules can be modified to increase market efficiency and promote a strong financial capital market. Potential modifications, like those contained in the Proposal, would be a positive step towards reducing unnecessary burdens on certain categories of issuers, such as Acquisition Companies, without negatively impacting investor protection.

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1 SIFMA is the voice of the U.S. securities industry. We represent the broker-dealers, banks and asset managers whose nearly 1 million employees provide access to the capital markets, raising over $2.5 trillion for businesses and municipalities in the U.S., serving clients with over $18.5 trillion in assets and managing more than $67 trillion in assets for individual and institutional clients including mutual funds and retirement plans. SIFMA, with offices in New York and Washington, D.C., is the U.S. regional member of the Global Financial Markets Association (GFMA). For more information, visit http://www.sifma.org.