Pursuant to Section 19(b)(1) ^[1] of the Securities Exchange Act of 1934 (“Act”) ^[2] and Rule 19b-4 thereunder,^[3] notice is hereby given that, on October 20, 2026, the NYSE Texas, Inc. (“NYSE Texas” or the “Exchange”) filed with the Securities and Exchange Commission (the “Commission”) the proposed rule change as described in Items I and II below, which Items have been prepared by the self-regulatory organization. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons.

I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change

The Exchange proposes to adopt new Rule 8a under Article 22 of the NYSE Texas Rule Book (the “Rule Book') to provide for the listing of companies whose business plan is to complete one or more acquisitions (“Acquisition Companies”). The proposed rule change is available on the Exchange's website at www.nyse.com and at the principal office of the Exchange.

II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change

In its filing with the Commission, the self-regulatory organization included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of those statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant parts of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change

1. Purpose

In 2025, the Exchange reincorporated in the State of Texas and was re-named NYSE Texas, Inc. In 2026, the Exchange amended certain of its initial and continued listing standards to facilitate new listings on the Exchange.^[4] The Exchange now proposes to adopt new Rule 8a to provide for the listing of Acquisition Companies.^[5]

In order to qualify for listing a class of common stock on the Exchange, an issuer must meet one of four initial listing standards contained in Rule 8. An Acquisition Company would can qualify for listing pursuant to initial listing standards 3 ^[6] or 4 ^[7] as initial listing standards 1 ^[8] and 2 ^[9] require prior operating history. To account for the differences between a standard operating company and an Acquisition Company, the Exchange proposes to adopt the following additional listing criteria for Acquisition Companies:

a. At least 90% of the gross proceeds from the initial public offering and any concurrent sale by an Acquisition Company of equity securities must be deposited in a trust account maintained by an independent trustee, an escrow account maintained by an “insured depository institution,” as that term is defined in Section 3(c)(2) of the Federal ( printed page 69904) Deposit Insurance Act, or in a separate bank account established by a registered broker or dealer (collectively, a “deposit account”).

b. Within 36 months of the effectiveness of its initial public offering registration statement, or such shorter period that the Acquisition Company specifies in its registration statement, the Acquisition Company must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the deposit account (excluding any deferred underwriter's fees and taxes payable on the income earned on the deposit account) at the time of the agreement to enter into the initial combination.

c. Until the Acquisition Company has satisfied the condition in paragraph (b) above, each business combination must be approved by a majority of the Acquisition Company's independent directors.

d. Until the Acquisition Company has satisfied the condition in paragraph (b) above, if the Acquisition Company holds a shareholder vote on a business combination for which the Acquisition Company must file and furnish a proxy or information statement subject to Regulation 14A or 14C under the Securities Exchange Act of 1934 in advance of the shareholder meeting, the business combination must be approved by a majority of the shares of common stock voting at the meeting at which the combination is being considered. If a shareholder vote on the business combination is held, public shareholders voting against a business combination must have the right to convert their shares of common stock into a pro rata share of the aggregate amount then in the deposit account (net of taxes payable and amounts distributed to management for working capital purposes) if the business combination is approved and consummated. An Acquisition Company may establish a limit (set no lower than 10% of the shares sold in the initial public offering) as to the maximum number of shares with respect to which any shareholder, together with any affiliate of such shareholder or any person with whom such shareholder is acting as a “group” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934), may exercise such conversion rights. For purposes of this paragraph (d), public shareholder excludes officers and directors of the company, the company's sponsor, the founding shareholders of the company, any family member or affiliate of any of the foregoing persons, and other concentrated holdings of 10% or more. For purposes of the proposed rule, “family member” means a person's spouse, parents, children and siblings, whether by blood, marriage or adoption, or anyone residing in such person's home.

e. Until the Acquisition Company has satisfied the condition in paragraph (b) above, if a shareholder vote on the business combination is not held for which the Acquisition Company must file and furnish a proxy or information statement subject to Regulation 14A or 14C under the Securities Exchange Act of 1934, the Acquisition Company must provide all shareholders with the opportunity to redeem all their shares for cash equal to their pro rata share of the aggregate amount then in the deposit account (net of taxes payable and amounts distributed to management for working capital purposes), pursuant to Rule 13e-4 and Regulation 14E under the Securities Exchange Act of 1934, which regulate issuer tender offers. The Acquisition Company must file tender offer documents with the Securities and Exchange Commission containing substantially the same financial and other information about the business combination and the redemption rights as would be required under Regulation 14A of the Securities Exchange Act of 1934, which regulates the solicitation of proxies.

Until the Acquisition Company completes a business combination where all conditions in paragraph (b) above are met, the company must notify the Exchange on the appropriate form about each proposed business combination. Following each business combination, the combined company must meet the requirements for initial listing. If the Acquisition Company does not meet the requirements for initial listing following a business combination or does not comply with one of the requirements set forth above, the Exchange shall commence delisting proceedings under Rule 4(c) to delist the company's securities. The Acquisition Company shall not be eligible to follow the procedures to cure deficiencies outlined in Interpretation and Policy .01 to Rule 17A. If the Acquisition Company is subject to delisting due to a failure to comply with paragraph (b) above, the Exchange will immediately suspend trading in the company's securities at the time of commencement of delisting proceedings and trading in the Acquisition Company's securities will remain suspended until the conclusion of any appeal of the delisting pursuant to Rule 4(c).

2. Statutory Basis

The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Act,^[10] in general, and furthers the objectives of Section 6(b)(5) ^[11] of the Act, in particular, because it is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in facilitating transactions in securities, 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. In addition, the Exchange believes that the proposed changes would promote just and equitable principles of trade, remove impediments to, and perfect the mechanism of, a free and open market and a national market system, and protect investors and the public interest because the proposed rules are based on rules of the Exchange's affiliated markets, the New York Stock Exchange and NYSE American, that have been approved by the Commission. The Exchange does not believe there is any material difference between the proposed additional criteria for Acquisition Companies and the comparable criteria on the NYSE and NYSE American exchanges. Accordingly, the proposed rule changes promote continuity across affiliated exchanges, permitting categories of securities to list and trade on the Exchange by meeting comparable listing standards as on the Exchange's affiliated markets.

The Exchange believes that the proposed rule change is consistent with the above principles. The Exchange also believes that by adopting additional criteria for Acquisition Companies seeking to list on the Exchange, the proposed rule change would encourage the additional utilization of, and interaction with, the exchange market, and provide issuers with additional choice for venues on which to list their securities.

The proposal is also designed to promote just and equitable principles of trade by way of initial and continued listing standards which, if not maintained, would result in the discontinuation of trading in the affected products. These requirements, together with the applicable Exchange trading rules (which apply to the proposed products), ensure that no investor would have an unfair ( printed page 69905) advantage over another respecting the trading of the subject products. On the contrary, all investors would have the same access to, and use of, information concerning the specific products and trading in the specific products, all to the benefit of public customers and the marketplace as a whole.

Furthermore, the proposal is designed to remove impediments to and perfect the mechanism of a free and open market and a national market system by adopting rules that would lead ultimately to the listing and trading of new securities on the Exchange. The proposed changes do nothing more than enhance Exchange rules to align them with comparable rules on other listing exchanges. The Exchange believes that by aligning Exchange rules with the rules of other listing venues, the proposal would offer another option for the listing of securities and thereby promote broader competition among exchanges. The Exchange believes that issuers permitted to list securities on the Exchange should enhance competition within the mechanism of a free and open market and a national market system, and customers and other investors in the national market system should benefit from more depth and liquidity in the market.

Additionally, the proposal is designed to prevent fraudulent and manipulative acts and practices, as trading would be subject to existing Exchange trading rules, together with specific requirements for registered market makers, books and record production, surveillance procedures, suitability and prospectus requirements, and requisite Exchange approvals, all set forth above. The proposed rule changes accomplish these objectives by enhancing Exchange listing standards. The Exchange believes that these proposed rules will enhance the Exchange's listing program, thereby serving to improve the national market system and protect investors and the public interest.

B. Self-Regulatory Organization's Statement on Burden on Competition

The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. The proposed change is designed to conform the Exchange's listing rules to the listing rules of other major listing exchanges. The proposed rule amendments are substantively identical to the rules in effect on the NYSE and NYSE American markets.

The proposed rules support competition by allowing for an additional listing venue for Acquisition Companies. The proposed rule change would promote competition by allowing the Exchange to compete with other national securities exchanges for the listing and trading of Acquisition Companies on the basis of substantively comparable listing rules. The proposed rule changes would mitigate the risk that the Exchange could compete for listings on the basis of different or lesser listing standards.

C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others

No written comments were solicited or received with respect to the proposed rule change.

D. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others [sic]

No written comments were solicited or received with respect to the proposed rule change. [sic]

III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action

The Exchange has filed the proposed rule change pursuant to Section 19(b)(3)(A)(iii) of the Act ^[12] and Rule 19b-4(f)(6) thereunder.^[13] Because the proposed rule change does not: (i) significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; and (iii) become operative prior to 30 days from the date on which it was filed, or such shorter time as the Commission may designate, if consistent with the protection of investors and the public interest, the proposed rule change has become effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-4(f)(6)(iii) thereunder.

A proposed rule change filed under Rule 19b-4(f)(6) ^[14] normally does not become operative prior to 30 days after the date of the filing. However, pursuant to Rule 19b-4(f)(6)(iii),^[15] the Commission may designate a shorter time if such action is consistent with the protection of investors and the public interest. The Exchange has asked the Commission to waive the 30-day operative delay so that the proposal may become operative immediately upon filing. The Exchange states that the proposed rule change serves investor protection and public interest goals by ensuring that when the Exchange lists an Acquisition Company, such security is subject to comparable listing standards as it would be on the New York Stock Exchange or NYSE American. The Commission believes that waiver of the 30-day operative delay is consistent with the protection of investors and the public interest because the proposed rule change does not raise any new or novel issues. Accordingly, the Commission hereby waives the 30-day operative delay and designates the proposed rule change as operative upon filing.

At any time within 60 days of the filing of such proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings under Section 19(b)(2)(B) ^[16] of the Act to determine whether the proposed rule change should be approved or disapproved.

IV. Solicitation of Comments

Interested persons are invited to submit written data, views and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods:

Electronic Comments

• Use the Commission's internet comment form (www.sec.gov/​rules/​sro.shtml); or
• Send an email torule-comments@sec.gov. Please include file number SR-NYSETEX-2026-39 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-NYSETEX-2026-39. 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 ( www.sec.gov/​ ( printed page 69906) 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-NYSETEX-2026-39 and should be submitted on or before November 27, 2026.