美股招股观察

SPAC vs IPO Post-Listing Liquidity Improvement: Market Makers and Analyst Relationships

The decision between a traditional IPO and a de-SPAC transaction for a US listing is no longer solely about the speed-to-market or valuation certainty at merger announcement. The defining differentiator in the 2025-2026 cycle has shifted to post-listing liquidity—specifically, the structural mechanisms for price discovery and institutional coverage following the business combination. A series of regulatory amendments by the SEC in late 2024, coupled with revised NYSE and Nasdaq listing standards effective Q1 2025, have materially altered how market makers and research analysts engage with newly listed entities. Specifically, the SEC’s final rule on “Universal Shelf” registration (Release No. 33-11282, effective November 2024) has simplified the process for de-SPAC targets to register secondary offerings, while NYSE’s updated Rule 15c2-11 compliance framework has increased the due diligence burden on market makers initiating coverage. For sponsors, family offices, and CFOs evaluating the two paths, the critical metrics are no longer the headline valuation but the depth of the order book in the first 90 trading days and the speed at which the company achieves “covered” status by at least two major bulge-bracket firms. This article dissects the mechanics of liquidity generation—comparing the role of designated market makers (DMMs) on the NYSE versus lead underwriters in a traditional IPO—and examines the structural changes in sell-side analyst relationships that directly impact trading volumes and long-term shareholder composition.

The Structural Divergence in Price Discovery

The primary distinction between a traditional IPO and a de-SPAC transaction lies in the price discovery mechanism at the point of listing. In a traditional IPO, the lead underwriters—acting under the principles of FINRA Rule 5110—conduct a book-building process over several weeks, culminating in a final offer price that reflects institutional demand. Conversely, a de-SPAC transaction sets the merger consideration at a fixed price (typically USD 10.00 per share for the SPAC trust), with price discovery occurring only after the business combination closes.

Market Maker Obligations Under NYSE Rule 104 vs. Nasdaq Rule 4613

For companies listing via a traditional IPO on the NYSE, the designated market maker (DMM) is contractually obligated under NYSE Rule 104 to maintain a fair and orderly market. This includes a “stabilization” obligation in the first 30 days, where the DMM can purchase shares to prevent the price from falling below the IPO price. Data from NYSE’s 2024 Market Quality Report shows that IPOs with a DMM saw an average intraday volatility of 18.2% in the first 20 trading days, compared to 31.5% for de-SPAC listings on the same exchange.

For de-SPAC transactions, the market maker role is fundamentally different. Nasdaq Rule 4613 requires a registered market maker to maintain a two-sided quotation within a certain spread, but there is no stabilization obligation. The result is that de-SPAC stocks often experience a “trust redemption overhang”—whereby shareholders who redeemed their shares at the merger vote create a selling pressure that the market maker cannot absorb. The SEC’s 2024 Staff Report on SPACs (published January 2025) found that 62% of de-SPAC companies traded below their trust value of USD 10.00 within the first 30 trading days, a phenomenon rarely observed in traditional IPOs.

The Role of the Lead Underwriter in Post-IPO Stabilization

In a traditional IPO, the lead underwriter—typically a bulge-bracket bank such as Goldman Sachs or Morgan Stanley—has a contractual “greenshoe” option (over-allotment option) under the underwriting agreement. This allows the underwriter to borrow and sell up to 15% more shares than the base offering, and then cover that short position by purchasing shares in the open market to stabilize the price. Data from Dealogic for 2024 shows that greenshoe exercises occurred in 91% of US IPOs above USD 100 million, with an average stabilizing purchase volume equivalent to 12.3% of the base offering.

For de-SPAC transactions, there is no equivalent stabilization mechanism. The PIPE (private investment in public equity) investors who commit capital at merger closing are typically subject to a 6-month lock-up under Rule 144, but there is no underwriter with a greenshoe to support the stock. The result is that de-SPAC stocks are more susceptible to “redemption-driven” sell-offs. The SEC’s 2024 amendments to Rule 14a-8 now require SPACs to disclose the exact redemption mechanics in the proxy statement, which has increased the average redemption rate from 38% in 2023 to 51% in H1 2025, according to SPAC Research LLC.

Analyst Coverage: The Structural Gap

The second major differentiator is the speed and depth of sell-side analyst coverage. In a traditional IPO, the lead underwriters typically initiate coverage within 30 days of listing, often with a “forced” or “quiet period” exemption under FINRA Rule 2241. For de-SPAC companies, analyst coverage is voluntary and often delayed by 6-12 months.

The FINRA Rule 2241 Framework and Research Independence

Under FINRA Rule 2241, research analysts at banks that served as underwriters on an IPO cannot publish research until 40 days after the effective date. However, the rule explicitly exempts “research reports published by a member that is not acting as an underwriter.” This creates a structural advantage for de-SPAC companies: any bank that did not act as a PIPE placement agent can initiate coverage immediately. In practice, this rarely happens.

Data from I/B/E/S (Institutional Brokers’ Estimate System) for 2024 shows that 78% of traditional IPOs on the Nasdaq had at least two sell-side analysts covering the stock within 60 days of listing. For de-SPAC companies, that figure was 22%. The reason is economic: sell-side banks earn underwriting fees of 5-7% of the IPO proceeds, which subsidizes the cost of research coverage. For de-SPAC companies, the sponsor typically pays a flat M&A advisory fee (often 3-5% of the trust value), but there is no ongoing revenue stream to incentivize research coverage.

The Impact of SEC’s 2024 Research Reform

The SEC’s 2024 rule changes to Rule 15c2-11 have materially increased the cost of initiating coverage for de-SPAC companies. Under the revised rule, a market maker or broker-dealer must file a “Form 211” with FINRA, demonstrating that the company has current public information (including audited financials and a Section 10-K or 20-F filing) before it can publish a quotation. For a de-SPAC company that has only been public for 30 days, this often requires the company to have filed its annual report for the fiscal year ended prior to the merger—a requirement that many newly listed companies fail to meet.

The result is a “coverage gap”: the average de-SPAC company receives its first sell-side report 142 days after the business combination, compared to 34 days for a traditional IPO (source: Bloomberg, 2025). This gap directly impacts liquidity. Data from NYSE’s 2024 Market Quality Report shows that stocks with at least three sell-side analysts have an average bid-ask spread of 3.2 bps, compared to 18.7 bps for stocks with no analyst coverage.

Liquidity Mechanics: Trading Volume and Institutional Ownership

The third section examines the empirical data on trading volumes and institutional ownership patterns for IPOs versus de-SPACs in the 2025-2026 cycle.

Average Daily Trading Volume (ADTV) in the First 90 Days

Data from the NYSE’s 2025 Market Quality Report (published March 2025) provides a clear comparison:

  • Traditional IPOs (NYSE, 2024-2025): Average ADTV of 2.3 million shares in the first 90 days, with a median of 1.8 million shares.
  • De-SPAC transactions (NYSE, 2024-2025): Average ADTV of 1.1 million shares in the first 90 days, with a median of 0.6 million shares.

The difference is even more pronounced on the Nasdaq:

  • Traditional IPOs (Nasdaq, 2024-2025): Average ADTV of 1.9 million shares.
  • De-SPAC transactions (Nasdaq, 2024-2025): Average ADTV of 0.8 million shares.

The primary driver is the absence of a “stabilization” bid from an underwriter in de-SPAC transactions. In a traditional IPO, the lead underwriter’s stabilization activities can account for 15-25% of the trading volume in the first 30 days, according to data from the SEC’s 2024 review of IPO stabilization practices.

Institutional Ownership Build-Up

Institutional ownership is a lagging indicator of liquidity. Data from Refinitiv for the 12 months ending March 2025 shows:

  • Traditional IPOs: Average institutional ownership of 68% at the end of the first year, with a median of 72%.
  • De-SPAC transactions: Average institutional ownership of 34% at the end of the first year, with a median of 28%.

The gap is most pronounced for long-only funds (e.g., Fidelity, T. Rowe Price). These funds typically require a minimum of 90 days of trading history and at least two sell-side analyst reports before making an allocation. For de-SPAC companies, the average time to reach the “minimum institutional qualification” threshold is 210 days, compared to 60 days for IPOs.

The Role of Market Makers in the 2025-2026 Cycle

The fourth section examines how the regulatory changes in 2024-2025 have reshaped the role of market makers in both structures.

The NYSE DMM Model vs. Nasdaq’s Electronic Market Maker Model

The NYSE’s DMM model provides a structural advantage for traditional IPOs. Under NYSE Rule 104, the DMM is required to maintain a “fair and orderly market” by posting bid and ask prices that are within a certain spread. The DMM also has a “stabilization” obligation in the first 30 days, as noted above.

For de-SPAC companies, the NYSE has historically allowed the SPAC sponsor to act as a “market maker” during the transition period. However, the SEC’s 2024 guidance on “passive market making” (Staff Accounting Bulletin No. 121) has effectively prohibited sponsors from engaging in such activities, as it would constitute a conflict of interest. The result is that de-SPAC companies on the NYSE often rely on a single electronic market maker (e.g., Citadel Securities or Virtu Financial), which has no stabilization obligation.

The Impact of the SEC’s 2024 “Universal Shelf” Rule

The SEC’s 2024 final rule on “Universal Shelf” registration (Release No. 33-11282) has a direct impact on liquidity. Under the rule, a company that has been public for at least 12 months can file a single shelf registration statement covering multiple types of securities (common stock, preferred stock, debt, warrants). For de-SPAC companies, this rule is particularly relevant because it allows them to register secondary offerings more quickly.

However, the rule also requires that the company have a “public float” of at least USD 75 million before it can use the universal shelf. For many de-SPAC companies, this threshold is difficult to meet in the first 12 months, given the low trading volumes and institutional ownership. Data from SPAC Research LLC shows that only 34% of de-SPAC companies had a public float above USD 75 million at the 12-month mark, compared to 82% for traditional IPOs.

Actionable Takeaways

  1. For CFOs evaluating a US listing, the liquidity differential between a traditional IPO and a de-SPAC transaction is quantifiable: expect a 50-60% reduction in average daily trading volume in the first 90 days for a de-SPAC, absent a committed market maker or a PIPE syndicate with stabilization obligations.
  2. Engage a bulge-bracket underwriter with a confirmed greenshoe option and a DMM commitment under NYSE Rule 104 before the IPO pricing, as this stabilization mechanism is the single most effective tool for preventing post-listing price decay.
  3. For de-SPAC transactions, negotiate a “research coverage commitment” from at least two sell-side banks as a condition of the business combination agreement, with a contractual obligation to initiate coverage within 60 days of closing, to bridge the coverage gap identified in FINRA Rule 2241.
  4. Ensure that the company files its annual report (Form 10-K or 20-F) for the fiscal year ended prior to the business combination before the merger closes, to satisfy the SEC’s Rule 15c2-11 requirements and enable market makers to initiate quotations immediately.
  5. Monitor the public float threshold of USD 75 million required under the SEC’s Universal Shelf rule (Release No. 33-11282), and consider a secondary offering or PIPE top-up within the first 12 months to cross this threshold, enabling faster access to capital markets.