[Federal Register Volume 86, Number 237 (Tuesday, December 14, 2021)]
[Notices]
[Pages 71111-71115]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-26970]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-93741; File No. SR-NYSE-2021-45]


Self-Regulatory Organizations; New York Stock Exchange LLC; Order 
Instituting Proceedings To Determine Whether To Approve or Disapprove a 
Proposed Rule Change To Adopt Listing Standards for Subscription 
Warrants Issued by a Company Organized Solely for the Purpose of 
Identifying an Acquisition Target

December 8, 2021.

I. Introduction

    On August 24, 2021, New York Stock Exchange LLC (``NYSE'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission''), pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Exchange Act'') \1\ and Rule 19b-4 
thereunder,\2\ a proposed rule change to adopt listing standards for 
subscription warrants issued by a company organized solely for the 
purpose of identifying an acquisition target. The proposed rule change 
was published for comment in the Federal Register on September 10, 
2021.\3\ On September 30, 2021, pursuant to Section 19(b)(2) of the 
Exchange Act,\4\ the Commission designated a longer period within which 
to approve the proposed rule change, disapprove the proposed rule 
change, or institute proceedings to determine whether to disapprove the 
proposed rule change.\5\ This order institutes proceedings pursuant to 
Section 19(b)(2)(B) of the Exchange Act \6\ to determine whether to 
approve or disapprove the proposed rule change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 92876 (September 3, 
2021), 86 FR 50748. Comments received on the proposal are available 
on the Commission's website at: https://www.sec.gov/comments/sr-nyse-2021-45/srnyse202145.htm.
    \4\ 15 U.S.C. 78s(b)(2).
    \5\ See Securities Exchange Act Release No. 93221, 86 FR 55662 
(October 6, 2021). The Commission designated December 9, 2021 as the 
date by which the Commission shall approve or disapprove, or 
institute proceedings to determine whether to approve or disapprove, 
the proposed rule change.
    \6\ 15 U.S.C. 78s(b)(2)(B).
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II. Description of the Proposed Rule Change

    The Exchange proposes to adopt new Section 102.09 of the NYSE 
Listed Company Manual (``LCM'') to permit the listing of subscription 
warrants, which would be warrants issued by a company organized solely 
for the purpose of identifying an acquisition target and exercisable 
into the common stock of such company upon entry into a binding 
agreement with respect to such acquisition.
    Pursuant to proposed LCM Section 102.09(b), the Exchange proposes 
to list subscription warrants subject to the following requirements:
    (i) The issuer of the subscription warrants must be a company 
formed solely for the purpose of issuing the subscription warrants and 
consummating the acquisition of one or more operating businesses or 
assets with a value (calculated at the time of entry into the 
acquisition agreement) equal to at least 80% of the aggregate exercise 
price of the subscription warrants (an ``Acquisition'');
    (ii) for a transaction to qualify as an Acquisition, the resultant 
entity must qualify for initial listing on the Exchange and the 
acquisition agreement must provide that the transaction will be 
consummated only if the resultant entity will be listed on the Exchange 
or another national securities exchange;
    (iii) at the time of initial listing, the subscription warrants 
must: (A) Have an aggregate exercise price of at least $250 million; 
(B) have at least 1,100,000 publicly held subscription warrants 
outstanding, with an aggregate exercise

[[Page 71112]]

price of at least $200 million; (C) have at least 400 holders of round 
lots; (D) have an exercise price per share of common stock of at least 
$10.00; and (E) expire in no more than 10 years; \7\
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    \7\ For purposes of proposed LCM Section 102.09, public holders 
of subscription warrants would not include those held by directors, 
officers, or their immediate families and other concentrated 
holdings of 10 percent. See proposed LCM Section 102.09(c).
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    (iv) the subscription warrants may not be fully exercisable for 
common stock of a company until after such company enters into a 
binding agreement with respect to the Acquisition and may not limit the 
ability of holders to exercise such warrants in full prior to the 
closing of such Acquisition;
    (v) the proceeds of the exercise of the subscription warrants must 
be held in an interest-bearing custody account controlled by an 
independent custodian, pending the closing of such Acquisition;
    (vi) the shares of common stock issued upon exercise of the 
subscription warrants must promptly be redeemed by the issuer of such 
subscription warrants for cash: (A) Upon termination of the acquisition 
agreement; or (B) if the Acquisition does not close within twelve 
months from the date of exercise of the subscription warrants, or such 
earlier time as is specified in the operative agreements; \8\
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    \8\ If the shares issuable upon exercise of the subscription 
warrants were redeemed, the holders would receive cash payments 
equal to their proportional share of the funds in the custody 
account, including any interest earned on those funds. See proposed 
LCM Section 102.09(b)(vi).
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    (vii) the sale of the subscription warrants and the issuance of the 
common stock of the issuer in exchange for the subscription warrants 
must both be registered under the Securities Act of 1933 (``Securities 
Act'');
    (viii) the issuer of the subscription warrants would be subject to 
the same corporate governance requirements under LCM Section 303A as an 
issuer of listed common stock; and
    (ix) the Acquisition must be approved by a majority of the 
independent directors of the issuer of the subscription warrants.
    The Exchange also proposes to amend LCM Section 802.01B to set 
forth continued listing criteria for subscription warrants listed under 
proposed LCM Section 102.09. The proposed amendments would specify that 
the Exchange would immediately initiate suspension and delisting 
procedures of an issuer's subscription warrants if:
    (i) The number of publicly-held subscription warrants is fewer than 
100,000;
    (ii) the number of public holders of such subscription warrants is 
fewer than 100; \9\ or
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    \9\ For purposes of proposed LCM Section 802.01B, public holders 
of subscription warrants would not include those held by directors, 
officers, or their immediate families and other concentrated 
holdings of 10 percent. See proposed LCM Section 802.01B(b).
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    (iii) the total market capitalization of such subscription warrants 
is below $15 million over 30 consecutive trading days.\10\
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    \10\ See proposed LCM Section 802.01B(a).
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    An issuer of subscription warrants would not be eligible to submit 
a compliance plan as outlined in LCM Sections 802.02 and 802.03 with 
respect to the above continued listing criteria and any such security 
would be subject to delisting procedures as set forth in LCM Section 
804 (Procedure for Delisting).\11\
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    \11\ See proposed LCM Section 802.01B(c).
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III. Proceedings To Determine Whether To Approve or Disapprove SR-NYSE-
2021-45 and Grounds for Disapproval Under Consideration

    The Commission is instituting proceedings pursuant to Section 
19(b)(2)(B) of the Exchange Act \12\ to determine whether the proposed 
rule change 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.
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    \12\ 15 U.S.C. 78s(b)(2)(B).
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    Pursuant to Section 19(b)(2)(B) of the Exchange Act,\13\ the 
Commission is providing notice of the grounds for disapproval under 
consideration. The Commission is instituting proceedings to allow for 
additional analysis of the proposed rule change's consistency with the 
Exchange Act and, in particular, with Section 6(b)(5) of the Exchange 
Act, 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 foster cooperation and coordination with persons engaged in 
regulating, clearing, settling, processing information with respect to, 
and facilitating transactions in securities, to remove impediments to 
and perfect the mechanism of a free and open market and a national 
market system, and to protect investors and the public interest, and 
not be designed to permit unfair discrimination between customers, 
issuers, brokers, or dealers.\14\
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    \13\ Id.
    \14\ 15 U.S.C. 78f(b)(5).
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    The Commission has consistently recognized the importance of 
national securities exchange listing standards. 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 necessary to promote fair and orderly 
markets.\15\
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    \15\ The Commission has stated in approving national securities 
exchange listing requirements that the development and enforcement 
of adequate standards governing the listing of securities on an 
exchange is an activity of critical importance to the financial 
markets and the investing public. In addition, once a security has 
been approved for initial listing, maintenance criteria allow an 
exchange to monitor the status and trading characteristics of that 
issue to ensure that it continues to meet the exchange's standards 
for market depth and liquidity so that fair and orderly markets can 
be maintained. See, e.g., Securities Exchange Act Release Nos. 91947 
(May 19, 2021), 86 FR 28169, 28172 n.47 (May 25, 2021) (SR-NASDAQ-
2020-057) (``Nasdaq 2021 Order''); 90768 (December 22, 2020), 85 FR 
85807, 85811 n.55 (December 29, 2020) (SR-NYSE-2019-67) (``NYSE 2020 
Order''); 82627 (February 2, 2018), 83 FR 5650, 5653 n.53 (February 
8, 2018) (SR-NYSE-2017-30) (``NYSE 2018 Order''); 81856 (October 11, 
2017), 82 FR 48296, 48298 (October 17, 2017) (SR-NYSE-2017-31); 
81079 (July 5, 2017), 82 FR 32022, 32023 (July 11, 2017) (SR-NYSE-
2017-11). The Commission has stated that adequate listing standards, 
by promoting fair and orderly markets, are consistent with Section 
6(b)(5) of the Exchange Act, in that they are, among other things, 
designed to prevent fraudulent and manipulative acts and practices, 
promote just and equitable principles of trade, and protect 
investors and the public interest. See, e.g., Nasdaq 2021 Order, 86 
FR 28172 n.47; NYSE 2020 Order, 85 FR 85811 n.55; NYSE 2018 Order, 
83 FR 5653 n.53; Securities Exchange Act Release Nos. 87648 
(December 3, 2019), 84 FR 67308, 67314 n.42 (December 9, 2019) (SR-
NASDAQ-2019-059); 88716 (April 21, 2020), 85 FR 23393, 23395 n.22 
(April 27, 2020) (SR-NASDAQ-2020-001).
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    As described above, the proposal would allow the Exchange to list 
subscription warrants, which would be warrants issued by a company 
organized solely for the purpose of identifying an Acquisition target 
and exercisable into the common stock of such company upon entry into a 
binding agreement with respect to such Acquisition. The Exchange states 
that the proposed requirements applicable to the listing of 
subscription warrants would provide adequate protections for investors 
and the public interest.\16\ According to the Exchange, the proposal 
would facilitate the listing and trading of an additional type of 
security that will enhance competition among market participants.\17\
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    \16\ See Notice, supra note 3, at 50749.
    \17\ See id.
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    The Commission received two comment letters from representatives of 
an issuer seeking to list subscription

[[Page 71113]]

warrants should the Exchange's proposal be approved.\18\ These 
commenters stated that the proposal would provide an alternative to the 
current listing rules for Special Purpose Acquisition Companies 
(``SPACs'') \19\ but that investors in subscription warrants would be 
required to contribute less upfront capital than investors in a 
traditional SPAC.\20\ These commenters also stated that the proposed 
10-year term for subscription warrants would provide enhanced 
negotiating leverage to an acquisition company sponsor than that 
provided by a traditional SPAC.\21\ One of these commenters asserted 
that subscription warrants would give investors a greater opportunity 
to consider the quality of an acquisition because they would require 
investors to affirmatively ``opt-in'' to a potential acquisition 
through exercise of the warrants, as compared to the traditional SPAC 
structure where the default action is for an investor's shares to be 
converted into the combined company unless the shareholder elects to 
redeem those shares (i.e., the investor has to ``opt out'').\22\ This 
commenter further stated that the Exchange's proposed quantitative 
standards for subscription warrants would require a sponsor to have a 
``sufficient track record and reputation for creating shareholder 
value.'' \23\ One commenter offered suggested modifications to the 
proposed rule change, including: (1) That the proposed subscription 
warrants not be exercisable prior to the time at which a post-effective 
amendment to the company's initial registration statement, containing 
comprehensive disclosure regarding the proposed Acquisition, has been 
declared effective by the Commission; (2) modifications to the proposed 
exercise and redemption process; (3) that the issuer be required to 
consummate its Acquisition within 12 months of entering into its 
Acquisition agreement; (4) that the proposed rule change provide for a 
minimum number of shares that may be purchased upon the exercise of a 
subscription warrant at a fixed per share price; and (5) that the 
proposed rule change permit the issuance of an additional class of 
subscription warrants with a higher exercise price that would remain 
exercisable up to five years after the date of the Acquisition.\24\
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    \18\ See letters to Vanessa Countryman, Secretary, Commission, 
from William A. Ackman, Pershing Square Capital Management, L.P., 
dated September 26, 2021 (``Ackman Letter''); and Cadwalader, 
Wickersham & Taft LLP, dated September 30, 2021 (``CWT Letter'').
    \19\ The Exchange's listing standards for SPACs are set forth in 
LCM sections 102.06 and 802.01. The Commission notes that throughout 
this order we have used the term ``SPAC.'' This term has the same 
meaning as ``Acquisition Company,'' which is the term used by the 
Exchange in the LCM.
    \20\ See Ackman Letter at 4-5; CWT Letter at 1-2.
    \21\ See Ackman Letter at 5; CWT Letter at 2. Pursuant to LCM 
section 102.06, a SPAC has three years to consummate a business 
combination.
    \22\ See Ackman Letter at 5. See also LCM Section 102.06, which 
sets forth the Exchange's listing requirements for SPACs.
    \23\ See id. at 6.
    \24\ See CWT Letter at 3-5.
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    The Commission also received comments from individual investors 
broadly supporting the proposed rule change. These commenters generally 
asserted that the proposed listing and trading of subscription warrants 
would allow retail investors to invest in early-stage companies without 
tying up excessive capital.\25\ The Commission also received some 
comments from individual investors voicing concerns that, as proposed, 
subscription warrants may be susceptible to fraud and manipulation.\26\ 
One of these commenters stated that the valuation of a subscription 
warrant would be highly subjective due to the fact that the issuer 
would not have any underlying assets or business operations, and that 
the subscription warrants would thereby derive their value solely from 
the reputation of the sponsor or speculation of possible Acquisition 
targets.\27\ This commenter stated that this could create a conflict of 
interest if the sponsor were permitted to sell its subscription 
warrants or distribute the subscription warrants in an inequitable 
manner.\28\ Another commenter expressed concerns regarding the length 
of time a subscription warrant may remain outstanding, stating that it 
would lead to uncertainty regarding when an Acquisition may occur.\29\
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    \25\ See, e.g., letters from Stephan Kroeber, dated September 7, 
2021; William J. Hooy, Esq., dated September 7, 2021; Brian Hwang, 
dated October 18, 2021; and James Porteous, dated October 18, 2021.
    \26\ See, e.g., letters from Nikesh Bhattarai, dated September 
6, 2021; Maksim P. Martynyuk, dated September 7, 2021; Nicholas 
Jenzer, dated September 7, 2021; and Hedgely, dated October 12, 
2021.
    \27\ See letter from Nicholas Jenzer.
    \28\ See id. See also letter from Maksim P. Martynyuk 
(expressing similar concerns regarding sponsor conflicts).
    \29\ See Anonymous letter received September 7, 2021.
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    The Commission has concerns about whether the proposal is 
sufficiently designed to prevent fraudulent and manipulative acts and 
practices, promote just and equitable principles of trade, and protect 
investors and the public interest, as required by Section 6(b)(5) of 
the Exchange Act. As described above, the Exchange proposes to list 
subscription warrants that would be exercisable into the common stock 
of a company upon its entry into an acquisition agreement with an 
unknown target, on unknown terms, at any time up to ten years from the 
date of issuance. Subscription warrants could be issued for no 
consideration, and the Exchange has proposed no minimum price per 
warrant.
    Current Exchange rules for listed warrants, among other things, 
require that they be exercisable on specified terms into a specified 
security listed on the Exchange.\30\ Current Exchange rules for listed 
SPACs, among other things, require a minimum $4 initial price per share 
and a substantial market value reflecting the cash held in trust, and 
that an acquisition be completed within three years.\31\
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    \30\ See LCM Section 703.12. See also LCM Section 802.01D 
(providing that the Exchange will consider delisting warrants if the 
related security is delisted). Exchange listing standards for equity 
investment tracking stocks and subscription receipts have similar 
requirements. See LCM Sections 102.07 and 102.08. See also LCM 
Section 802.01B (providing that the Exchange will immediately 
initiate suspension and delisting procedures if the listed equity 
security or securities whose value is tracked by the equity 
investment tracking stock ceases or cease to be listed on the 
Exchange and the equity investment tracking stock does not qualify 
for initial listing at that time under another applicable listing 
standard); and LCM Section 802.01B (providing that the Exchange will 
immediately initiate suspension and delisting procedures if the 
subscription receipt issuer's related common equity security ceases 
to be listed on the Exchange).
    \31\ See LCM Section 102.06. See also LCM Section 802.01.
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    The Exchange justifies its proposal simply by stating that it ``is 
consistent with Section 6(b)(5) of the Act in that it contains 
requirements in relation to the listing of Subscription Warrants that 
provide adequate protections for investors and the public interest,'' 
and then listing some of the elements of the proposal.\32\ The Exchange 
also states, without elaboration, that its proposal ``is designed to 
perfect the mechanism of a free and open market and, in general, to 
protect investors and the public interest in that it will facilitate 
the listing and trading of an additional type of security and that it 
will enhance competition among market participants, to the benefit of 
investors and the marketplace.'' \33\
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    \32\ See Notice, supra note 3, at 50749.
    \33\ See id.
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    The Exchange does not explain how market participants would 
effectively value this novel listed security, or how it would be 
expected to trade consistent with fair and orderly markets and the 
protection of investors and the public interest. As noted above, 
subscription warrants could be issued for no consideration \34\ and 
have negligible

[[Page 71114]]

value. The value of a subscription warrant, if any, would appear to 
derive primarily from expectations that the sponsor ultimately will 
offer holders the ability to exercise the warrant on attractive terms 
once a target company is identified and an acquisition agreement 
signed. The Exchange does not address, among other things, the types of 
market information that could create a positive value for subscription 
warrants, the reliability and availability of such information, or 
whether such information could support fair and efficient trading of an 
Exchange-listed security for a period as long as ten years.
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    \34\ The Exchange's proposal also would appear to permit 
subscription warrants to be issued for value. While the proposal 
would require the proceeds of the exercise of subscription warrants 
to be held in an interest-bearing custody account controlled by an 
independent custodian, pending the closing of an Acquisition, it 
does not address the handling of the proceeds of the issuance of the 
subscription warrants themselves, or why the lack of similar 
protections is consistent with Section 6(b)(5) and other provisions 
of the Exchange Act.
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    The Exchange also does not explain how it would effectively address 
the risk the price of subscription warrants could be manipulated, or 
how its proposal otherwise would be designed to prevent fraudulent and 
manipulative acts and practices. For example, the price of subscription 
warrants would appear to be particularly susceptible to rumors about 
potential acquisition targets and the terms of potential transactions. 
Because subscription warrants may trade at a very low price, they may 
permit a bad actor to efficiently manipulate these securities with 
little upfront cost. The Exchange does not address how its proposal is 
designed to prevent the risk that subscription warrants may be 
particularly susceptible to manipulation.
    Further, the Exchange does not explain the rationale for the 
various numerical standards and criteria set forth in its proposal, or 
how they together are designed to be consistent with the Exchange Act 
and the rules and regulations thereunder. For example, the Exchange 
proposes that an issuer's subscription warrants may initially be listed 
on the Exchange if there are at least 1,100,000 publicly held warrants 
outstanding, but also proposes a continued listing standard that 
requires immediate suspension and delisting procedures if the total 
market capitalization of the subscription warrants is below $15 million 
over 30 consecutive trading days. This would imply a minimum price in 
these circumstances of more than $13 per warrant. Because subscription 
warrants may trade at a very low price, as discussed above, they may 
become subject to delisting very soon after listing, depending on the 
number of warrants outstanding. The Exchange has not addressed how such 
a scenario would be consistent with the protection of investors and the 
public interest and other relevant provisions of the Exchange Act, or 
how the other numerical standards and criteria set forth in its 
proposal have been designed to work together to avoid similar outcomes.
    In addition, while the proposal states that the sale of both the 
subscription warrants and the issuance of the common stock in exchange 
for the subscription warrants must be registered under the Securities 
Act, the proposal is unclear as to the requirements relating to 
Securities Act registration at the time the warrants become eligible to 
be exercised into common stock. In particular, the proposal does not 
appear to require a registration statement or, if possible, a post-
effective amendment at the critical time when warrant holders have to 
make a decision on exercising their warrants for common stock. 
Therefore, it is unclear how investors will have the information 
necessary to make an informed decision regarding their purchase of 
securities, including a discussion of the target's business as well as 
any required financial statements. Further, and importantly, without 
registration or a post-effective amendment, investors will not 
necessarily have the protections of the private liability provisions of 
the Securities Act when exercising their warrants for the common stock. 
For example, the filing of a new registration statement or post-
effective amendment would effectively restart the Section 11 statute of 
limitations with a new effective date and would permit staff review of 
the filing. Without this investors may not have a remedy available 
under the Securities Act for material misstatements. Given these 
important investor protection issues, there are questions raised about 
the proposal's consistency with the investor protection and public 
interest requirements under Section 6(b)(5) of the Exchange Act.
    Finally, it is unclear under the Exchange's proposal whether the 
company would meet the definition of investment company under the 
Investment Company Act of 1940 (``1940 Act''). If so, the company may 
need to register under the 1940 Act, which would require a new listing 
rule, proposed by the Exchange and approved by the Commission, that 
contemplates the company's status under the 1940 Act.
    Accordingly, the Commission believes there are questions as to 
whether the proposal is consistent with Section 6(b)(5) of the Exchange 
Act and its requirements, among other things, that the rules of a 
national securities exchange be designed to prevent fraudulent and 
manipulative acts and practices and to protect investors and the public 
interest, and not be designed to permit unfair discrimination.
    Under the Commission's Rules of Practice, the ``burden to 
demonstrate that a proposed rule change is consistent with the Exchange 
Act and the rules and regulations issued thereunder . . . is on the 
self-regulatory organization that proposed the rule change.'' \35\ The 
description of a proposed rule change, its purpose and operation, its 
effect, and a legal analysis of its consistency with applicable 
requirements must all be sufficiently detailed and specific to support 
an affirmative Commission finding,\36\ and any failure of a self-
regulatory organization to provide this information may result in the 
Commission not having a sufficient basis to make an affirmative finding 
that a proposed rule change is consistent with the Exchange Act and the 
applicable rules and regulations.\37\
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    \35\ 17 CFR 201.700(b)(3).
    \36\ See id.
    \37\ See id.
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    For these reasons, the Commission believes it is appropriate to 
institute proceedings pursuant to Section 19(b)(2)(B) of the Exchange 
Act \38\ to determine whether the proposal should be approved or 
disapproved.
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    \38\ 15 U.S.C. 78s(b)(2)(B).
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IV. Procedure: Request for Written Comments

    The Commission requests that interested persons provide written 
submissions of their views, data, and arguments with respect to the 
issues identified above, 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 proposal is 
consistent with Section 6(b)(5) \39\ of the Exchange Act or any other 
provision of the Exchange 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 views, 
data, and arguments, the Commission will consider, pursuant to Rule 
19b-4 under the Exchange Act,\40\ any request for an

[[Page 71115]]

opportunity to make an oral presentation.\41\
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    \39\ 15 U.S.C. 78f(b)(5).
    \40\ 17 CFR 240.19b-4.
    \41\ Section 19(b)(2) of the Exchange Act, as amended by the 
Securities Act Amendments of 1975, Public Law 94-29 (June 4, 1975), 
grants 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 Act Amendments of 
1975, Senate Comm. on Banking, Housing & Urban Affairs, S. Rep. No. 
75, 94th Cong., 1st Sess. 30 (1975).
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    Interested persons are invited to submit written data, views, and 
arguments regarding whether the proposed rule change should be approved 
or disapproved by January 4, 2022. Any person who wishes to file a 
rebuttal to any other person's submission must file that rebuttal by 
January 18, 2022. The Commission asks that commenters address the 
sufficiency of the Exchange's statements in support of the proposal, 
which are set forth in the Notice,\42\ in addition to any other 
comments they may wish to submit about the proposed rule change.
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    \42\ See supra note 3.
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    Comments may be submitted by any of the following methods:

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NYSE-2021-45 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-NYSE-2021-45. 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 (http://www.sec.gov/rules/sro.shtml). 
Copies of the submission, all subsequent amendments, all written 
statements with respect to the proposed rule change that are filed with 
the Commission, and all written communications relating to the proposed 
rule change between the Commission and any person, other than those 
that may be withheld from the public in accordance with the provisions 
of 5 U.S.C. 552, will be available for website viewing and printing in 
the Commission's Public Reference Room, 100 F Street NE, Washington, DC 
20549, on official business days between the hours of 10:00 a.m. and 
3:00 p.m. Copies of the filing also will be available for inspection 
and copying at the principal office of the Exchange. All comments 
received will be posted without change. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-NYSE-2021-45 and should be submitted by 
January 4, 2022. Rebuttal comments should be submitted by January 18, 
2022.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\43\
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    \43\ 17 CFR 200.30-3(a)(57).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-26970 Filed 12-13-21; 8:45 am]
BILLING CODE 8011-01-P