SEC Proposes NYSE American LLC Rule Changes for Continued Listing Standards

Content

March 17, 2026.

I. Introduction

On December 3, 2025, NYSE American LLC (“NYSE American” or the “Exchange”) filed with the Securities and Exchange Commission
(“Commission”), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) (1) and Rule 19b-4 thereunder, (2) a proposed rule change to amend Section 1003 of the NYSE American Company Guide (“Company Guide”). The proposed rule change
was published for comment in the
Federal Register
on December 17, 2025. (3) On January 22, 2026, the Exchange filed Amendment No. 1 to the proposed rule change, which superseded the original proposed
rule change in its entirety. (4) On January 28, 2026, pursuant to Section 19(b)(2) of the Act, (5) the Commission designated a longer period within which to take action on the proposed rule change. (6)

On February 25, 2026, the Exchange filed Amendment No. 2 to the proposed rule change, which superseded the original proposed
rule change, as modified by Amendment No. 1, in its entirety. (7) On March 6, 2026, the Exchange filed Amendment No. 3 to the proposed rule change, which superseded the original proposed rule
change, as modified by Amendment Nos. 1 and 2, in its entirety. (8) The Commission is publishing this notice and order to solicit comments on the proposed rule change, as modified by Amendment
Nos. 1, 2, and 3, from interested persons and is instituting proceedings pursuant to Section 19(b)(2)(B) of the Act (9) to determine whether to approve or disapprove the proposed rule change, as modified by Amendment Nos. 1, 2, and 3.

II. Description of the Proposed Rule Change, as Modified by Amendment Nos. 1, 2, and 3 (10)

Section 1003 of the Company Guide sets forth minimum quantitative and qualitative continued listing standards for securities
listed on the Exchange. (11) Currently, Section 1003(f)(v) of the Company Guide states that the Exchange will consider initiating suspension and delisting
procedures when a class of common stock is selling for a substantial period of time at a low price per share and its issuer
fails to effect a reverse stock split to raise the per share trading price. (12) The Exchange states that, in applying this rule, Exchange staff seeks to have proactive

  discussions with any issuer whose stock is trading below $1.00 to notify such issuer of the Exchange's policy to initiate
  suspension and delisting procedures when a stock trades below $0.10 per share. [(13)]() The Exchange states that it has noticed a recent increase in companies that have a very low trading price per share, [(14)]() and that an issuer that trades at a low price per share is potentially susceptible to manipulation and more likely to experience
  trading volatility in its shares. [(15)]() According to the Exchange, at such low prices, less capital is required to undertake manipulative trading activity. [(16)]() Therefore, the Exchange proposes to amend Section 1003 relating to the price criteria for continued listing to increase the
  price at which the Exchange would take immediate delisting action and codify such price in Exchange rules. [(17)]()

The Exchange proposes to amend Section 1003(f)(v) of the Company Guide to specify that if a security's closing price per share
is less than $0.25 (the “Minimum Trading Price”) on any trading day, the Exchange shall immediately suspend trading and commence
delisting proceedings with respect to such security in accordance with the provisions of Section 1009 of the Company Guide. (18) The Exchange states that it believes that securities that trade below the Minimum Trading Price are more susceptible to trading
volatility and market manipulation and are unlikely to recover to any meaningful degree. (19) The Exchange also proposes to modify Section 1009 of the Company Guide to state that such security would not be eligible to
follow the procedures outlined in Section 1009 of the Company Guide with respect to the Minimum Trading Price criteria. (20) The Exchange states that all issuers retain the right to appeal an Exchange delisting decision. (21)

The Exchange proposes that these changes would be effective on October 1, 2026. (22) The Exchange states that providing a transition period before the rule is effective would afford issuers time to implement
reverse stock splits to increase their share price before the new requirement is in place. (23)

The Exchange also proposes to clarify in Section 1003(f)(v) of the Company Guide that, consistent with its general authority
under Section 1002(e) of the Company Guide to suspend trading in the event of any condition that makes further dealings on
the Exchange unwarranted, it may suspend trading or delist a security where, in the Exchange's opinion, the trading price
has experienced a precipitous decline and is at an abnormally low level from which it is unlikely to recover, even if such
security has not fallen below the Minimum Trading Price. (24) The Exchange states that, in its experience, under those conditions a security's trading price is generally unable to recover. (25)

III. Proceedings To Determine Whether To Approve or Disapprove SR-NYSEAMER-2025-72, as Modified by Amendment Nos. 1, 2, and

3 and Grounds for Disapproval Under Consideration

The Commission is instituting proceedings pursuant to Section 19(b)(2)(B) of the Act (26) to determine whether the proposed rule change, as modified by Amendment Nos. 1, 2, and 3 should be approved or disapproved.
Institution of such proceedings is appropriate at this time in view of the legal and policy issues raised by the proposed
rule change. Institution of proceedings does not indicate that the Commission has reached any conclusions with respect to
any of the issues involved. Rather, as described below, the Commission seeks and encourages interested persons to provide
additional comment on the proposed rule change to inform the Commission's analysis of whether to approve or disapprove the
proposed rule change, as modified by Amendment Nos. 1, 2, and 3.

Pursuant to Section 19(b)(2)(B) of the Act, (27) the Commission is providing notice of the grounds for disapproval under consideration. The Commission is instituting proceedings
to allow for additional analysis of, and input from commenters with respect to, the proposed rule change's consistency with
the Act, and in particular, Section 6(b)(5) of the Act, (28) which requires, among other things, that the rules of a national securities exchange be designed to prevent fraudulent and
manipulative acts and practices, 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,
and not be designed to permit unfair discrimination between customers, issuers, brokers, or dealers; and Section 6(b)(7) of
the Act, (29) which requires, among other things, that the rules of an exchange provide fair procedure for the prohibition or limitation
by the exchange of any person with respect to access to services offered by the exchange.

The development and enforcement of meaningful listing standards (30) for an exchange is of critical importance to financial markets and the investing public. Among other things, such listing
standards help ensure that exchange-listed companies will have sufficient public float, investor base, and trading interest
to provide the depth and liquidity to promote fair and orderly markets. Meaningful listing standards also are important given
investor expectations regarding the nature of securities that have achieved an exchange listing, and the role of an exchange
in overseeing its market and assuring compliance with its listing standards. (31)

As discussed above, currently, the Exchange will consider initiating suspension and delisting procedures when a class of common
stock is selling for a substantial period of time at a low price per share and its issuer fails to effect a reverse stock
split to raise the per share trading price. (32) The company will be subject to suspension and delisting when a stock trades below $0.10. (33) The Exchange's proposal would allow the Exchange to immediately suspend and delist a security if a security's closing price
per share is less than the Minimum Trading Price (i.e., $0.25). (34) Thus, the proposal would accelerate the timeframe within which the Exchange would delist a security in instances where the
security trades below the Minimum Trading Price and result in immediate suspension from trading on the Exchange. In addition,
the proposal would clarify that the Exchange would consider suspension and delisting of a security where, in the Exchange's
opinion, the trading price has experienced a precipitous decline and is at an abnormally low level from which it is unlikely
to recover. (35)

One commenter states that the proposal to establish a Minimum Trading Price “does not provide a stable, objective, and predictable
trigger for suspension and delisting.” (36) The commenter also states that the Exchange fails to provide empirical evidence to support the Minimum Trading Price or objective,
quantitative criteria under which the Exchange will consider trading price to have experienced a precipitous decline and be
at an abnormally low level from which it is “generally unlikely to recover.” (37) In addition, the commenter states that “the absence of clear guardrails around the Exchange's discretion raises serious fair-process
concerns.” (38)

Another commenter states that the Exchange has not demonstrated, through “reasoned and evidence-based analysis,” that its
proposal is necessary to protect investors and promote fair and orderly markets. (39) Specifically, the commenter states that the Exchange does not demonstrate that the Minimum Trading Price “is a reliable predictor
of sustained financial distress, manipulation risk, or future non-compliance with existing listing standards.” (40) The commenter also states that the Minimum Trading Price criteria would “materially impair capital formation for small public
companies,” including those that are currently above the proposed criteria. (41) In addition, the commenter states that the proposed effective date would provide an insufficient transition period and that
there should be a delayed effective date of no less than twelve months to allow issuers, investors, and lenders time to make
necessary adjustments. (42)

The Commission asks that commenters address the sufficiency of the Exchange's statements in support of the proposal, which
are set forth in Amendment No. 3, in addition to any other comments they may wish to submit about the proposed rule change,
as modified by Amendment Nos. 1, 2, and 3. In particular, the Commission seeks comment on whether the proposal to provide
that the Exchange will immediately suspend and delist a security if a security's closing price per share is less than the
Minimum Trading Price, and to clarify that the Exchange may suspend and delist a security when the trading price has experienced
a precipitous decline and is at an abnormally low lever from which it is unlikely to recover, is designed to be consistent
with the requirements of Sections 6(b)(5) and 6(b)(7) of the Act (43) or raises any new or novel concerns not previously contemplated by the Commission.

IV. Procedure: Request for Written Comments

The Commission requests that interested persons provide written submissions of their data, views, and arguments with respect
to the issues identified above, including the issues raised by commenters and the Exchange's response, as well as any other
concerns they may have with the proposal. In particular, the Commission invites the written views of interested persons concerning
whether the proposed rule change, as modified by Amendment Nos. 1, 2, and 3, is consistent with Sections 6(b)(5), 6(b)(7),
or any other provision of the Act, or the rules and regulations thereunder. Although there do not appear to be any issues
relevant to approval or disapproval that would be facilitated by an oral presentation of data, views, and arguments, the Commission
will consider, pursuant to Rule 19b-4 under the Act, (44) any request for an opportunity to make an oral presentation. (45)

Interested persons are invited to submit written data, views, and arguments regarding whether the proposed rule change, as
modified by Amendment Nos. 1, 2, and 3, should be approved or disapproved by April 10, 2026. Any person who wishes to file
a rebuttal to any other person's

  submission must file that rebuttal by April 24, 2026. The Commission asks that commenters address the sufficiency of the Exchange's
  statements in support of the proposal, in addition to any other comments they may wish to submit about the proposed rule change.

Comments may be submitted by any of the following methods:

Electronic Comments

• Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or

• Send an email to rule-comments@sec.gov. Please include file number SR-NYSEAMER-2025-72 on the subject line.

Paper Comments

• Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090. All submissions should refer to file number SR-NYSEAMER-2025-72. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's internet website (https://www.sec.gov/rules/sro.shtml). Copies of the filing will be available for inspection and copying at the principal office of the Exchange. Do not include personal identifiable information in submissions; you should submit only information that you wish to make available publicly. We may redact in part or withhold entirely from publication submitted material that is obscene or subject to copyright protection. All submissions should refer to file number SR-NYSEAMER-2025-72 and should be submitted by April 10, 2026. Rebuttal comments should be submitted by April 24, 2026.

For the Commission, by the Division of Trading and Markets, pursuant to delegated authority. (46)

Sherry R. Haywood, Assistant Secretary. [FR Doc. 2026-05479 Filed 3-19-26; 8:45 am] BILLING CODE 8011-01-P

Footnotes

(1) 15 U.S.C. 78s(b)(1).

(2) 17 CFR 240.19b-4.

(3) See Securities Exchange Act Release No. 104386 (Dec. 12, 2025), 90 FR 58648. Comments received on the proposed rule change are
available at: https://www.sec.gov/rules-regulations/public-comments/sr-nyseamer-2025-72.

(4) In Amendment No. 1, the Exchange: (1) clarified the Exchange's authority to suspend or delist a security; (2) specified that
an issuer subject to delisting under the proposal, and under Sections 1003(f)(vi) and (vii) of the Company Guide, would not
be eligible to follow the procedures in Section 1009 of the Company Guide; (3) provided additional description of certain
aspects of the proposal; and (4) made other technical and non-substantive changes. The full text of Amendment No. 1 can be
found on the Commission's website at https://www.sec.gov/comments/sr-nyseamer-2025-72/srnyseamer202572-696287-2176995.pdf (“Amendment No. 1”).

(5) 15 U.S.C. 78s(b)(2).

(6) See Securities Exchange Act Release No. 104704, 91 FR 4696 (Feb. 2, 2026). The Commission designated March 17, 2026 as the date
by which the Commission shall approve, disapprove, or institute proceedings to determine whether to disapprove the proposed
rule change. See id.

(7) In Amendment No. 2, the Exchange: (1) provided additional explanation of certain aspects of the proposal; and (2) made other
technical and non-substantive changes. The full text of Amendment No. 2 can be found on the Commission's website at https://www.sec.gov/comments/sr-nyseamer-2025-72/srnyseamer202572-715787-2239694.pdf (“Amendment No. 2”).

(8) In Amendment No. 3, the Exchange: (1) removed the proposed addition of Section 1003(b)(i)(D) of the Company Guide by which
an issuer that is determined to have an average market capitalization over a consecutive 30 trading-day period of less than
$5,000,000 would be subject to immediate suspension and delisting (“Minimum Market Capitalization”); (2) removed a proposed
modification to Section 1009 of the Company Guide with regard to the Minimum Market Capitalization criteria; and (3) made
other technical and non-substantive changes. The full text of Amendment No. 3 can be found on the Commission's website at https://www.sec.gov/comments/sr-nyseamer-2025-72/srnyseamer202572-719747-2253335.pdf (“Amendment No. 3”).

(9) 15 U.S.C. 78s(b)(2)(B).

(10) All capitalized terms not otherwise defined in this order shall have the meanings set forth in the Company Guide.

(11) See Amendment No. 3, supra note 8, at 4. Specifically, Section 1003 of the Company Guide requires issuers of common stock to maintain certain quantitative
minimum standards related to stockholders' equity, publicly held shares, public shareholders, and aggregate market value of
publicly held shares. In addition, Section 1003 also sets forth qualitative continued listing standards related to, among
other things, operations contrary to public interest and reduction of operations. See id.

(12) See id. at 4-5.

(13) See id. at 5.

(14) See id.

(15) See id.

(16) See id.

(17) See id.

(18) See id.

(19) See id. at 6.

(20) See id. In addition, the Exchange proposes to amend Section 1009 of the Company Guide to specify that an issuer subject to delisting
under Sections 1003(f)(vi) and 1003(f)(vii) of the Company Guide would not be eligible to follow the procedures in Section
1009. See id. Section 1003(f)(vi) prohibits one or more reverse stock splits with a cumulative ratio of 200 shares or more to one in a two-year
period; and Section 1003(f)(vii) prohibits a reverse stock split that results in an issuer's security falling below any of
the continued listing requirements of Section 1003. See id. at 5. Currently, an issuer subject to delisting under Section 1003(f)(vi) or Section 1003(f)(vii) of the Company Guide is
not eligible to follow the procedures in Section 1009 of the Company Guide. See id. at 6.

(21) See id. at 5. The procedures for appealing an Exchange delisting decision are set forth in Part 12 of the Company Guide. See id. at 5, n.10.

(22) See id. at 5.

(23) See id. The Exchange also states that its rules prohibiting (1) one or more reverse stock splits with a cumulative ratio of 200 shares
or more to one in a two-year period and (2) a reverse stock split that results in a company becoming non-compliant with any
of the requirements of Section 1003 of the Company Guide would remain in place. See id.

(24) See id. See also proposed Section 1003(f)(v) of the Company Guide.

(25) See Amendment No. 3, supra note 8, at 5.

(26) 15 U.S.C. 78s(b)(2)(B).

(27) Id.

(28) 15 U.S.C. 78f(b)(5).

(29) 15 U.S.C. 78f(b)(7).

(30) This reference to “listing standards” refers to both initial and continued listing standards.

(31) See, e.g., Securities Exchange Act Release Nos. 88716 (Apr. 21, 2020), 85 FR 23393 (Apr. 27, 2020) (SR-NASDAQ-2020-001) (Order Approving
a Proposed Rule Change To Modify the Delisting Process for Securities With a Bid Price at or Below $0.10 and for Securities
That Have Had One or More Reverse Stock Splits With a Cumulative Ratio of 250 Shares or More to One Over the Prior Two-Year
Period); 88389 (Mar. 16, 2020), 85 FR 16163 (Mar. 20, 2020) (SR-NASDAQ-2019-089) (Notice of Filing of Amendment No. 1 and
Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment No. 1, To Amend Rule 5815 To Preclude
Stay During Hearing Panel

  Review of Staff Delisting Determinations in Certain Circumstances). *See also* Securities Exchange Act Release No. 81856 (Oct. 11, 2017), 82 FR 48296, 48298 (Oct. 17, 2017) (SR-NYSE-2017-31) (Notice of
  Filing of Amendment No. 1 and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment No.
  1, To Amend the Listed Company Manual To Adopt Initial and Continued Listing Standards for Subscription Receipts) (stating
  that “[a]dequate standards are especially important given the expectations of investors regarding exchange trading and the
  imprimatur of listing on a particular market” and that “[o]nce a security has been approved for initial listing, maintenance
  criteria allow an exchange to monitor the status and trading characteristics of that issue . . . so that fair and orderly
  markets can be maintained”).

(32) See supra note 12 and accompanying text.

(33) See supra note 13 and accompanying text.

(34) See supra note 18 and accompanying text.

(35) See supra note 24 and accompanying text.

(36) Letter from John M. Schaible, Executive Chairman, AtlasClear Holdings, Inc., dated Feb. 13, 2026, at 1.

(37) See id. at 2. The commenter states that while the Minimum Trading Price would be “a nominal anchor, [ ] suspension and delisting remain
fundamentally discretionary and unbounded by articulated, objective standards.” Id. at 3.

(38) Id. at 4-5. The commenter states that issuers are unable to reliably forecast when their securities will become noncompliant and
that while issuers retain the right to appeal delisting decisions under Part 12 of the Company Guide, an appeal cannot cure
the harm that could be caused by immediate suspension and delisting and there is a lack of transparency regarding historical
outcomes of appeals for minimum price delistings. See id. at 4-5. The commenter also states that the proposal fails to consider reasonable alternatives, such as including a 30-trading-days
average closing price test and granting compliance periods. See id. at 3-4.

(39) See Letter from Small Public Company Coalition, dated Mar. 12, 2026, at 2-5.

(40) Id. at 5. The commenter states that an accompanying analysis conducted by Professor Craig M. Lewis based on data from the Center
for Research in Security Prices shows that a substantial proportion of companies that fell below a $0.25 trading price subsequently
recovered and remain listed. See id. at 5-6. See also id. at 23-26.

(41) See id. at 7-9. The commenter states that the proposal does not analyze more targeted alternatives or demonstrate this deficiency
“warrants categorical removal while other continued listing failures receive cure periods, graduated supervision, or discretionary
review.” Id. at 15.

(42) See id. at 18-20. Another commenter states that, consistent with other continued listing provisions, the Exchange should implement
a delayed effective date or impose a defined transition or grandfathering period, and provide impacted issuers with an opportunity
to submit a plan of compliance. See Letter from Power REIT, dated Jan. 28, 2026, at 1-2. The commenter specifically referenced the Minimum Market Capitalization
aspect of the proposal as filed, which the Exchange removed in Amendment No. 3. See supra note 8.

(43) 15 U.S.C. 78f(b)(5), (b)(7).

(44) 17 CFR 240.19b-4.

(45) Section 19(b)(2) of the Act, as amended by the Securities Acts Amendments of 1975, Public Law 94-29 (June 4, 1975), grants
to the Commission flexibility to determine what type of proceeding—either oral or notice and opportunity for written comments—is
appropriate for consideration of a particular proposal by a self-regulatory organization. See Securities Acts Amendments of 1975, Senate Comm. on Banking, Housing & Urban Affairs, S. Rep. No. 75, 94th Cong., 1st Sess.
30 (1975).

(46) 17 CFR 200.30-3(a)(57).

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