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5200. Basic Procedures and Prerequisites because that Initial and Continued Listing on The surfacetoairnewyork.com stock Market
(a) To apply for listing on surfacetoairnewyork.com, a agency shall execute a Listing Agreement and also a Listing application on the develops designated by surfacetoairnewyork.com offering the information compelled by section 12(b) that the Act.
(b) A Company"s compliance with the early stage listing criteria will be established on the basis of the Company"s many recent details filed through the board of directors or other Regulatory Authority and also information provided to surfacetoairnewyork.com. The agency shall certify, at or prior to the time of listing, that all applicable listing criteria have been satisfied.
(c) A Company"s qualifications will be identified on the communication of jae won statements that space either: (i) prepared in accordance with U.S. Normally accepted audit principles; or (ii) reconciled come U.S. Normally accepted audit principles as compelled by the Commission"s rules; or (iii) ready in accordance with worldwide Financial report Standards, together issued by the International audit Standards Board, for service providers that are allowed to paper financial statements making use of those standards consistent with the Commission"s rules.
(d) A company that has used for initial listing on surfacetoairnewyork.com shall document with surfacetoairnewyork.com every reports and other papers filed or forced to be filed v the board of directors or various other Regulatory Authority. This need is satisfied through publicly filing documents through the EDGAR System. All required reports need to be filed v surfacetoairnewyork.com top top or before the day they are forced to be filed through the commission or other Regulatory Authority. Yearly reports filed with surfacetoairnewyork.com candlestick contain audited financial statements.
(e) surfacetoairnewyork.com may request any kind of information or documentation, windy or non-public, deemed necessary to make a determination about a security"s early stage listing, including, yet not minimal to, any kind of material detailed to or obtained from the commission or various other Regulatory Authority. A Company"s security might be denied listing if the firm fails to provide such info within a reasonable duration of time or if any communication to surfacetoairnewyork.com consists of a product misrepresentation or omits material information vital to make the interaction to surfacetoairnewyork.com no misleading.
(f) all forms and applications relating come listing that securities on surfacetoairnewyork.com referenced in the dominion 5000 series are accessible onwww.surfacetoairnewyork.com.com
(g) The computation of Publicly held Shares, Unrestricted Publicly organized Shares, sector Value the Publicly held Shares and also Market value of Unrestricted Publicly held Shares chandelier be together of the date of applications of the Company.
(h) one account that a Member the is beneficially owned by a client (as identified in preeminence 0120) will be considered a holder that a defense upon suitable verification by the Member.
(i) (1) A company may retract its applications for initial listing at any time.
(2) A agency that receives a composed determination denying its applications for listing must, in ~ four service days, do a public announcement in a press release or other Regulation FD compliant manner about the receipt the the determination and the Rule(s) upon which the decision is based, relenten each certain basis and also concern determined by surfacetoairnewyork.com in reaching its determination. If the general public announcement is no made by the agency within the moment allotted or does not include every one of the compelled information, surfacetoairnewyork.com will certainly make a publicly announcement with the required information and, if the agency appeals the determination as set forth in preeminence 5815, the Hearings dashboard will think about the Company"s failure to make the public announcement in considering even if it is to list the Company.
Adopted march 12, 2009 (SR-surfacetoairnewyork.com-2009-018); amended Feb. 13, 2015 (SR-surfacetoairnewyork.com-2014-102); amended July 5, 2019 (SR-surfacetoairnewyork.com-2019-009), operative Aug. 4, 2019.
All Companies applying to perform on The surfacetoairnewyork.com Stock sector must fulfill the following prerequisites:
(a) registration under 12(b) that the Act
A protection shall be eligible because that listing top top surfacetoairnewyork.com listed that the is:
(1) registered pursuant to ar 12(b) that the Act; or
(2) subject to an exemption authorize by the Commission that permits the listing of the protection notwithstanding its fail to it is in registered pursuant to section 12(b).
(b) Auditor Registration
Each firm applying because that initial listing need to be audited by an independent publicly accountant the is registered together a public audit firm with the general public Company bookkeeping Oversight Board, as provided for in section 102 the the Sarbanes-Oxley action of 2002 <15 U.S.C. 7212>.
(c) Direct it is registered Program
All securities originally listing on surfacetoairnewyork.com, except securities which are book-entry only, have to be eligible for a direct Registration regime operated through a clearing firm registered under section 17A the the Act. A international issuer, as defined under preeminence 3b-4 under the Act, consisting of a foreign Private Issuer, shall not be subject to this need if that submits come surfacetoairnewyork.com a written statement native an independent counsel in together Company"s home nation certifying that a law or regulation in the home country prohibits compliance.
The agency is compelled to pay all applicable fees as explained in the preeminence 5900 Series.
(e) Good Standing
No protection shall be approved for listing the is delinquent in that is filing obligation with the the supervisory board or various other Regulatory government or suspended from trading by the board of directors pursuant to ar 12(k) the the act or by the appropriate regulatory authorities the the Company"s nation of domicile.
(f) surfacetoairnewyork.com Certification
Upon approval that a listing application, surfacetoairnewyork.com chandelier certify to the Commission, pursuant to ar 12(d) that the Act and also the rules thereunder, the it has actually approved the security for listing and also registration. Listing have the right to commence just upon efficiency of the security"s registration pursuant to section 12(d).
(g) Security Depository
(1) "Securities Depository" method a securities depository registered together a clearing agency under ar 17A that the Act.
(2) for initial listing, a security shall have a CUSIP number or international equivalent identify the securities included in the document of eligible concerns maintained through a Securities Depository in accordance with the rules and also procedures of such securities depository. This subparagraph candlestick not use to a protection if the regards to the security carry out not and cannot be sensibly modified to meet the criteria because that depository eligibility at every Securities Depositories.
(3) A security Depository"s consists of a CUSIP number or international equivalent identifying a security in its paper of eligible issues does no render the protection "depository eligible" under preeminence 11310 until:
(A) in the situation of any brand-new issue spread by an underwriting syndicate on or ~ the date a Securities Depository mechanism for security repurchases of dispersed shares by the underwriting syndicate is available, the date of the commencement of trading in such defense on surfacetoairnewyork.com; or
(B) in the instance of any new issue dispersed by an underwriting syndicate before the day a Securities Depository mechanism for monitoring repurchases of dispersed shares through the underwriting syndicate is available where the regulating underwriter elects no to deposit the securities top top the day of the commencement of trading in such protection on surfacetoairnewyork.com, together later date designated by the regulating underwriter in a an alert submitted come the Securities Depository; however in no event much more than 3 (3) months after the commencement of commerce in such protection on surfacetoairnewyork.com.
(h) Limited Partnerships
No protection issued in a minimal partnership rollup transaction (as characterized by ar 14(h) that the Act), shall be eligible because that listing unless:
(i) the rollup transaction was performed in accordance with measures designed to protect the civil liberties of limited partners as listed in ar 6(b)(9) of the Act, as it may from time to time be amended, and
(ii) a broker-dealer the is a member that a national securities association topic to section 15A(b)(12) the the plot participates in the rollup transaction.
The company shall further carry out an opinion the counsel stating the such broker-dealer"s authorized in the rollup transaction was performed in compliance v the rule of a national securities combination designed to safeguard the civil liberties of restricted partners, as stated in the minimal Partnership Rollup revolutionary Act that 1993.
In addition to any kind of other applicable requirements, each restricted partnership noted on the Exchange shall have a corporate general partner or co-general companion that satisfies the independent Director and also audit committee requirements set forth in the rule 5600 Series.
Note: The only right now existing nationwide securities association topic to section 15A(b)(12) the the act is FINRA. Its rule designed to safeguard the legal rights of limited partners, pursuant come the minimal Partnership Rollup reform Act the 1993, space specified in FINRA rule 2310.
(i) Reverse Mergers
A security issued by a firm formed through a turning back Merger shall be eligible for initial listing only if the conditions collection forth in dominance 5110(c) space satisfied.
(j) Regulation A Offerings
Any company listing on surfacetoairnewyork.com in connection with an supplying under Regulation A the the Securities plot of 1933 must, at the moment of approval that its early listing application, have actually a minimum operating background of 2 years.
Adopted in march 12, 2009 (SR-surfacetoairnewyork.com-2009-018); amended Nov. 23, 2009 (SR-surfacetoairnewyork.com-2009-101); amended Nov. 8, 2011 (SR-surfacetoairnewyork.com-2011-073); amended Aug. 24, 2012 (SR-surfacetoairnewyork.com-2012-100), operative Sep. 23, 2012; amended Nov. 7, 2012 (SR-surfacetoairnewyork.com-2012-128); amended July 28, 2019 (SR-surfacetoairnewyork.com-2019-017).