[Federal Register Volume 89, Number 50 (Wednesday, March 13, 2024)]
[Notices]
[Pages 18461-18465]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-05256]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-99692; File No. SR-CboeBZX-2024-019]


Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change To Modify 
the Company Listing Fees as Provided Under Exchange Rule 14.13

March 7, 2024.
    Pursuant to section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (``Act'') and Rule 19b-4 thereunder,\2\ notice is hereby given 
that on February 22, 2024, Cboe BZX Exchange, Inc. (the ``Exchange'' or 
``BZX'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been prepared by the Exchange. The 
Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    Cboe BZX Exchange, Inc. (``BZX'' or the ``Exchange'') is filing 
with the Securities and Exchange Commission (``Commission'' or ``SEC'') 
a proposed rule change to modify the Company Listing Fees as provided 
under Exchange Rule 14.13. The text of the proposed rule change is 
provided in Exhibit 5.
    The text of the proposed rule change is also available on the 
Exchange's website (http://markets.cboe.com/us/equities/regulation/rule_filings/BZX/), at the Exchange's Office of the Secretary, and at 
the Commission's Public Reference Room.

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 Exchange 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 these 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 aspects of such 
statements.

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

1. Purpose
    The Exchange proposes to modify the Company Listing Fees under Rule 
14.13 to provide for an application fee, entry fee, and annual fee 
specifically applicable to acquisition companies, as described in Rule 
14.2(b) (an ``Acquisition Company''). The Exchange also proposes to 
adopt new fees applicable to a Company that lists additional shares of 
an existing class of security already listed on the Exchange or an 
additional class of security, as further described below, (collectively 
referred to as ``Additional Listings'').\3\
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    \3\ The Exchange initially filed the proposed fee change on 
January 23, 2024 (SR-CboeBZX-2024-009). On February 5, 2024, the 
Exchange withdrew that filing and submitted another proposal (SR-
CboeBZX-2024-014). On February 9, 2024, the Exchange withdrew SR-
CboeBZX-2024-014 and submitted another proposal (SR-CboeBZX-2024-
015). On February 22, 2024, the Exchange withdrew SR-CboeBZX-2024-
015 and submitted this proposal (SR-CboeBZX-2024-019).
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    Acquisition Companies may be listed as Tier I or Tier II securities 
on the Exchange, provided that they meet the applicable listing 
requirements of the applicable tier and the additional requirements set 
forth in Rule 14.2(b). Currently, Acquisition Companies, among other 
issuers that are not otherwise identified in Rule 14.13,\4\ are subject 
to the application fee, entry fee, and annual fee as provided under 
Rule 14.13(b)(1), (2), and (3), respectively, and are assessed the fee 
based on their listing as a Tier I or Tier II security.\5\ Now, the 
Exchange proposes to adopt new fees specifically applicable to 
Acquisition Companies listed as either Tier I or Tier II securities on 
the Exchange. Such fee would be the same regardless of whether the 
Acquisition Company is listed as a Tier I or Tier II security.
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    \4\ For example, the entry fees and annual fees for ETPs are 
cited under Rule 14.13(b)(2)(E) and 14.3(b)(3)(D), respectively. 
There is no application fee for ETPs listed on the Exchange.
    \5\ For Tier I securities listed on the Exchange, the 
application fee is $25,000, unless the Company is at any point 
during the Exchange's review of the application simultaneously 
engaged in the application process to list on another national 
securities exchange, in which case the application fee will be 
$50,000 (Rule 14.13(b)(1)); the entry fee is $100,00 less the 
application fee (Rule 14.13(b)(2)(A)); and the annual fee is $35,000 
(Rule 14.13(b)(3)(A)). For a Tier II securities listed on the 
Exchange, the application fee is $25,000, unless the Company is at 
any point during the Exchange's review of the application 
simultaneously engaged in the application process to list on another 
national securities exchange, in which case the application fee will 
be $50,000 (Rule 14.13(b)(1)); the entry fee is $50,00 less the 
application fee (Rule 14.13(b)(2)(B)); and the annual fee is $20,000 
(Rule 14.13(b)(3)(B)).
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    First, the Exchange proposes to modify the application fees. The 
Exchange first proposes to re-letter the existing application fee to 
Rule 14.13(b)(1)(A) with no substantive change, except as described 
below. Currently, Acquisition Companies are subject to the application 
fee of $25,000 or $50,000, as applicable for Tier I or Tier II 
securities, as provided in Rule 14.13(b)(1). The Exchange proposes to 
adopt Rule 14.13(b)(1)(B), which would provide that an Acquisition 
Company, under Rule 14.2(b), shall pay to the Exchange a modified 
application fee of $5,000 regardless of the Tier under which the 
Acquisition Company lists on the Exchange. The application fee will be 
$5,000, which must be submitted with the Company's application. If the 
Company does not list within 12 months of submitting its application, 
it will be assessed an additional non-refundable $5,000 application fee 
each 12 months thereafter to keep its application open.
    When a Company that lists a substantial period of time after it 
first submitted its application, the Exchange must complete additional 
reviews of the application prior to the listing. These additional 
reviews are substantially equivalent to the review for a newly applying 
company and include, for example, additional reviews of individuals 
associated with the company, staff monitoring of disclosures and public 
filings by the applicant while its application is pending, and often 
extensive discussions with the applicant. To offset the costs 
associated with the ongoing monitoring and additional reviews for 
companies whose application remains open for an extended period, the 
Exchange proposes to require that an applicant that does not list 
within 12 months of submitting its application pay an additional $5,000 
application fee each subsequent 12-month period. The

[[Page 18462]]

Exchange believes that the proposed additional application fee may 
result in companies closing unrealistic applications rather than 
maintaining such applications indefinitely.
    Like the proposed application fee, the proposed additional 
application fee for applications open greater than 12 months would be 
credited towards the entry fee payable upon listing if the application 
remains open until such listing.\6\ Thus, under the newly adopted fees 
for an Acquisition Company that ultimately lists on the Exchange, there 
would be no difference in the overall fee paid if the application was 
open greater than 12 months.\7\ If a company does not timely pay the 
additional application fee, its application will be closed and it will 
be required to submit a new application, and pay a new application fee, 
if it subsequently reapplies.\8\
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    \6\ See proposed Exchange Rule 14.13(b)(2)(C).
    \7\ Proposed Exchange Rule 14.13(b)(1)(B) provides that the 
application fee and any additional application fee is non-
refundable.
    \8\ See proposed Exchange Rule 14.13(b)(1)(B).
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    The Exchange proposes to adopt Rule 14.13(b)(1)(C), which would 
provide that the fees described in this Rule 14.13(b)(1)(A) and (B) 
shall not be applicable to Additional Listings, as described in 
proposed Rule 14.13(b)(2)(D) and further below. Thus, Additional 
Listings would not be assessed an application fee.
    The Exchange also proposes to modify the entry fees. Currently, 
Acquisition Companies are subject to an entry fee of $50,000 or 
$100,000 (less the application fee), as applicable for Tier I or Tier 
II securities, as provided in Rules 14.13(b)(2)(A) and (B). Now, the 
Exchange proposes to adopt an entry fee specifically applicable to 
Acquisition Companies under proposed Rule 14.13(b)(2)(C). Proposed Rule 
14.13(b)(2)(C) would state that a Company that receives conditional 
approval to list an Acquisition Company as a Tier I or Tier II security 
shall pay to the Exchange a fee of $60,000 less the application fee, 
which covers both the primary equity securities and also warrants and 
rights, if any. This fee will be assessed on the date the Exchange 
provides conditional approval. The proposed fee would result in an 
increased fee of $10,000 for Acquisition Companies that currently list 
as Tier II securities on the Exchange, and decrease by $40,000 for 
Acquisition Companies that currently list as Tier I securities on the 
Exchange.
    A Company listed as an Acquisition Company under Rule 14.2(b) 
(until the Company has satisfied the condition in Rule 14.2(b)(2) \9\ 
that lists an additional class of equity securities (not otherwise 
identified in this Rule 14.13)) is not subject to entry fees under this 
Rule, but is charged a non-refundable $5,000 initial application fee as 
described in Rule 14.13(a)(1)(B). While the Exchange believes it is 
unlikely to occur, Acquisition Companies that choose to list additional 
shares of an existing class of security already listed on the Exchange 
would be subject to the Additional Listings fee of $10,000 as provided 
in proposed Exchange Rule 14.13(2)(D). The proposed fee entry fee for 
Acquisition Companies under Rule 14.13(b)(2)(C) would be subject to the 
provisions of existing Rule 14.13(b)(2)(D),\10\ (F),\11\ and (G) \12\ 
in the same manner as all Tier I and Tier II securities listed on the 
Exchange.
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    \9\ Rule 14.2(b)(2) states: Within 36 months of the 
effectiveness of its initial public offering registration statement, 
or such shorter period that the company specifies in its 
registration statement, the 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 underwriters fees and taxes payable on the income earned on 
the deposit account) at the time of the agreement to enter into the 
initial combination.
    \10\ Rule 14.13(b)(2)(D) provides that the Exchange Board of 
Directors or its designee may, in its discretion, defer or waive all 
or any part of the entry fee prescribed herein.
    \11\ Existing Rule 14.13(b)(2)(F) (and proposed Rule 
14.13(b)(2)(H) provides that the fees described in this Rule 
14.13(b)(1) and (2) shall not be applicable with respect to any 
securities that (i) are listed on another national securities 
exchange but not listed on the Exchange, if the issuer of such 
securities transfers their listing exclusively to the Exchange; (ii) 
are listed on another national securities exchange and the Exchange, 
if the issuer of such securities ceases to maintain their listing on 
the other exchange and the securities instead are designated as 
national market system securities under Rule 14.3(d); or (iii) are 
listed on another national securities exchange but not listed on the 
Exchange, if the issuer of such securities is acquired by an 
unlisted company and, in connection with the acquisition, the 
unlisted company lists exclusively on the Exchange.
    \12\ Existing Rule 14.13(b)(2)(G) and proposed Rule 
14.13(b)(2)(I) provides that the fees described in this Rule 
14.13(b)(1) and (2) shall not be applicable to a Company: (i) whose 
securities are listed on another national securities exchange and 
designated as national market securities pursuant to the plan 
governing such securities at the time such securities are approved 
for listing on the Exchange; and (ii) that maintains such listing 
and designation after it lists such securities on the Exchange.
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    The Exchange also proposes to adopt an entry fee, applicable to all 
Tier I and Tier II securities listed on the Exchange not otherwise 
identified in Rule 14.13, for Additional Listings under proposed Rule 
14.13(b)(2)(D).\13\ Specifically, a Company that lists additional 
shares of an existing class of security already listed on the Exchange 
or an additional class of primary equity securities, rights, warrants, 
convertible debt, preferred stock, or secondary classes of common 
stock, shall be required to pay to the Exchange a fee of $10,000. This 
fee will be assessed on the date the Exchange provides conditional 
approval.
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    \13\ As described above, an Acquisition Company that issues an 
additional class of equity security (not otherwise identified in 
this Rule 14.13)) will not be subject to proposed Rule 
14.13(b)(2)(D).,
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    The Exchange proposes to re-letter existing Rules 14.13(b)(2)(C) 
through (G) to accommodate the addition of proposed Rules 
14.13(b)(2)(C) and (D).
    The Exchange also proposes to modify the annual fees. Currently, 
Acquisition Companies are subject to an annual fee of $20,000 or 
$35,000, as applicable for Tier I or Tier II securities, as provided in 
Rules 14.13(b)(3)(A) and (B). Now, the Exchange proposes to adopt an 
annual fee specifically applicable to Acquisition Companies listed as 
Tier I or Tier II securities on the Exchange under proposed Rule 
14.13(b)(3)(C). Proposed Rule 14.13(b)(3)(C) would provide that the 
issuer of an Acquisition Company listed on the Exchange as a Tier I or 
Tier II security shall pay to the Exchange an annual fee of $55,000. 
Therefore, the annual fee would increase by $35,000 for Acquisition 
Companies currently listed as Tier II securities on the Exchange, and 
$20,000 for Acquisition Companies currently listed as Tier I securities 
on the Exchange. The proposed fee would be subject to the provisions of 
Rule 14.13(b)(3)(D),\14\ (E),\15\ (F),\16\ (G),\17\ and

[[Page 18463]]

(H) \18\ in the same manner as all Tier I and Tier II securities listed 
on the Exchange.
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    \14\ Existing Rule 14.13(b)(3)(D) and proposed Rule 
14.13(b)(3)(F) provides that the Exchange Board of Directors or its 
designee may, in its discretion, defer or waive all or any part of 
the annual fee prescribed herein.
    \15\ Existing Rule 14.13(b)(3)(E) and proposed Rule 
14.13(b)(3)(G) provides that if a class of securities is removed 
from the Exchange that portion of the annual fees for such class of 
securities attributable to the months following the date of removal 
shall not be refunded except that ETPs that have liquidated and as a 
result are delisted from the Exchange will be prorated for the 
portion of the calendar year that such issue was listed on the 
Exchange, based on trading days listed that calendar year, and 
refunded.
    \16\ Existing Rule 14.13(b)(3)(F) and proposed Rule 
14.13(b)(3)(H) provides that in lieu of the fees described in Rules 
14.13(b)(3)(A) and (B), the annual fee shall be $15,000 for each 
Company: (i) whose securities are listed on another national 
securities exchange and designated as national market system 
securities pursuant to the plan governing such securities at the 
time such securities are approved for listing on the Exchange; and; 
(ii) that maintains such listing and designation after it lists such 
securities on the Exchange. Such annual fee shall be assessed on the 
first anniversary of the Company's listing on the Exchange.
    \17\ Existing Rule 14.13(b)(3)(G) and proposed Rule 
14.13(b)(3)(I) provides that the fees described in this Rule 
14.13(b)(3), except for pricing applicable to ETPs as set forth in 
sub-paragraph (C) above, shall not be applicable with respect to any 
securities that have had a consolidated average daily volume equal 
to or greater than 2 million shares per day for the immediately 
preceding two (2) calendar months
    \18\ Existing Rule 14.13(b)(3)(H) and proposed Rule 
14.13(b)(3)(K) provides that unless otherwise specified, the 
Exchange will assess all annual fees set forth in this Rule 
14.13(b)(3) upon initial listing and on each anniversary of the 
security's listing on the Exchange.
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    Last, the Exchange proposed to adopt Rule 14.13(b)(3)(C), which 
would provide that the annual fees provided in existing Rules 
14.13(b)(3)(A), (B), and (D) would not be applicable to Additional 
Listings, as described under Rule 14.13(b)(2)(D). Currently, Additional 
Listings would be subject to the full application and entry fee for 
Tier I and Tier II Securities, which total $50,000 and $100,000 
respectively. Therefore, the proposed annual fee would decrease for all 
Tier I or Tier II securities that are Additional Listings. 
Additionally, the Exchange does not propose to charge any annual fee 
for Additional Listings by Acquisition Companies as the Exchange 
expects this is unlikely to occur.
    The Exchange proposes to re-letter existing Rule 14.13(c)(3)(C) 
through (H) to accommodate the addition of proposed Rules 
14.13(b)(3)(C) and (D). The Exchange also proposes to modify the text 
of existing Rule 14.13(b)(3)(G) to reference new Rule 14.13(b)(3)(E).
2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with 
the Act and the rules and regulations thereunder applicable to the 
Exchange and, in particular, the requirements of section 6(b) of the 
Act.\19\ Specifically, the Exchange believes the proposed rule change 
is consistent with the section 6(b)(5) \20\ requirements that the rules 
of an 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, in general, to protect investors and the public interest. 
Additionally, the Exchange believes the proposed rule change is 
consistent with the section 6(b)(5) \21\ requirement that the rules of 
an exchange not be designed to permit unfair discrimination between 
customers, issuers, brokers, or dealers as well as section 6(b)(4) \22\ 
as it is designed to provide for the equitable allocation of reasonable 
dues, fees and other charges among its Members and other persons using 
its facilities.
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    \19\ 15 U.S.C. 78f(b).
    \20\ 15 U.S.C. 78f(b)(5).
    \21\ Id.
    \22\ 15 U.S.C. 78f(b)(4).
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    The Exchange first notes that its corporate listing business 
operates in a highly competitive market in which Companies can readily 
list on another national securities exchange if they deem fee levels or 
any other factor at a particular venue to be insufficient or excessive. 
The Exchange believes that Exchange Rule 14.13 reflects a competitive 
pricing structure designed to incentivize Companies to list new 
securities, which the Exchange believes will enhance competition both 
among Companies, issuers, and listing venues, to the benefit of 
investors.
    The Exchange believes it is reasonable and not unfairly 
discriminatory to charge Acquisition Companies a lower application fee 
and lower fee for listing an additional class of security than other 
operating companies. The proposed application fee for Acquisition 
Companies is $5,000, which is less than the existing application fee 
for Tier I and Tier II securities listed on the Exchange, which range 
from $25,000 to $50,000.\23\ Further, the proposed fee for Companies 
that list an additional class of security on the Exchange is $10,000, 
except for Acquisition Companies which are not subject to the 
Additional Listings fee but instead the $5,000 application fee. The 
Exchange's initial review of an Acquisition Company is generally less 
costly than conducting an initial listing review of other types of 
companies for a number of reasons. Specifically, review of an 
Acquisition Company's IPO application is generally much simpler and 
quicker than an application of an operating company because an 
Acquisition Company has no underlying operating business. For the same 
reason, the Exchange believes an Acquisition Company's SEC filings and 
IPO documentation are much less detailed and its financial statements 
are relatively simple. Because an Acquisition Company must not have 
identified the target at the time of the IPO, the Acquisition Company's 
registration statement does not have an operating business to describe 
and has no risk factors related to an operating business. Further, 
Acquisition Companies generally qualify as Emerging Growth Companies 
under section 2(a)(19) of the Act, which results in scaled requirements 
for narrative disclosure and financial reporting.
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    \23\ See Exchange Rule 14.13(b)(1).
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    The Exchange acknowledges that the annual fee for Acquisition 
Companies listed on other exchange listing venues is typically less 
than the annual fee for operating companies because Acquisition 
Companies generally require less exchange resources than operating 
companies. Nonetheless, the Exchange's current annual fee for Tier I 
and Tier II securities are considerably lower than other competitor 
listing markets because those fees have not increased since they were 
adopted in 2011,\24\ and remain lower than competitors in order to 
incentivize operating companies to list on the Exchange. Additionally, 
an Acquisition Company will list on the Exchange for a maximum of three 
years, the Exchange can only reasonably expect to assess a maximum of 
three years of annual fees. In contrast, operating companies may list 
an indefinite number of years on the Exchange, resulting in a 
potentially indefinite number of annual fee assessments. Therefore, the 
Exchange does not believe it is discriminatory to charge Acquisition 
Companies a higher annual fee as their potential total costs for annual 
fees for the life of the listed product may be significantly less than 
that of an operating company.
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    \24\ See Securities Exchange Act No. 65225 (August 30, 2011) 76 
FR 55148 (September 6, 2011) (SR-BATS-2011-018) (Order Approving 
Proposed Rule Change To Adopt Rules for the Qualification, Listing 
and Delisting of Companies on the Exchange).
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    The Exchange also believes that the proposal to assess an 
additional application fee to Acquisition Companies that do not list 
within 12 months of submitting its application is reasonable because it 
is designed to recoup a portion of the costs associated with the 
Exchange having to re-review the Acquisition Company. Further, as 
described above, all application fees would be credited to the entry 
fee; thus, for an Acquisition Company that ultimately lists on the 
Exchange, there would be no change in the collective application fee 
and entry fee regardless of whether the application was open for 
greater than 12 months. The Exchange notes that another exchange 
similarly provides that an additional application fee for Acquisition 
Companies that do not list within 12 months of submitting its 
application will be assessed an additional non-refundable application 
fee each 12 months to keep its application open.\25\
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    \25\ See Nasdaq Rule 5910(a)(11).
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    As proposed, the entry fee applicable to an Acquisition Company 
would decrease for Tier I securities and increase for Tier II 
securities listed on the Exchange. Specifically, the entry fee

[[Page 18464]]

would decrease from $100,000 to $60,000 for Tier I securities and 
increase from $50,000 to $60,000 for Tier II securities. The Exchange 
believes it is reasonable to charge Acquisition Companies the same 
entry fee regardless of whether they are listed as a Tier I or Tier II 
security given that they are treated the same. For example, each 
receive identical services from the Exchange upon announcing a business 
combination. The Exchange believes the proposed entry fee strikes a 
balance between the existing entry fees applicable to Acquisition 
Companies and is representative of the Exchange's resources spent in 
listing such an Acquisition Company on the Exchange. Furthermore, the 
Exchange competes with other listing markets, which have adopted entry 
fees for Acquisition Companies that are higher than those proposed by 
the Exchange.\26\
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    \26\ Nasdaq Rules 5910(a)(1)(B) and 5920(a)(1)(B) provide that 
the entry fee for Acquisition Companies for Nasdaq Global Market and 
Nasdaq Capital Market, respectively, is $80,000, of which $5,000 is 
a non-refundable initial application fee. Section 145a of the NYSE 
American LLC Company Guide provides that Acquisition Companies are 
subject to a flat listing fee of $85,000 that will be applied at the 
time a company first lists as an Acquisition Company on NYSE 
American.
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    The Exchange believes it is reasonable not unfairly discriminatory 
to adopt entry fees specifically applicable to Additional Listings for 
Companies already listed on the Exchange. Under the current fee 
structure, the listing of additional shares or an additional class of 
equity security are subject to the application fee and entry fee for a 
Tier I or Tier II security, as applicable. Now, the Exchange proposes 
to provide that no application fee will be applicable to Additional 
Listings, and that the entry fee will be reduced to $10,000. The 
Exchange believes this proposed change better reflects the value of 
listing an additional class of security for already listed companies 
and to better align such value with the Exchange's regulatory resources 
expended in connection with such applications. In particular, the 
Exchange believes it is reasonable to charge only a non-refundable 
entry fee of $10,000 because the company listing an additional class or 
additional shares of the same class of security on the Exchange is 
already subject to Exchange rules, including the applicable corporate 
governance requirements. Accordingly, the Exchange expects to expend 
less regulatory resources qualifying an additional class of equity 
security for listing. The Exchange also notes that other exchanges have 
similarly adopted separate fees applicable to an additional class of 
equity security, which are higher than the Exchange's proposed fee.\27\ 
The Exchange believes its proposal that Additional Listings be charged 
no application or annual fee is reasonable and equitable because it 
will result in lower costs to all companies seeking to list Additional 
Listings on the Exchange.\28\
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    \27\ See e.g., Nasdaq Global Market Rule 5910(a)(1)(A)(ii).
    \28\ The fees applicable to listings as set forth in Rule 
14.13(b) are applicable based on security listed on the exchange 
rather than the Company itself.
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    The Exchange continues to believe that differentiating fees 
applicable to Acquisition Companies and operating companies from ETPs 
is reasonable because of the unique and different characteristics of 
listings ETPs. For example, certain types of ETPs by their nature 
require multiple listings. The existing fee structure for such listings 
is designed to encourage issuers of such products to list multiple ETPs 
on the Exchange at a reduced cost. As such, the Exchange believes it is 
reasonable and non-discriminatory to assess fees to ETPs in a different 
manner than Acquisition Companies and operating companies.
    Finally, the Exchange believes that the proposed conforming changes 
to re-letter existing rules and update applicable rule references will 
maintain the clarity of the Exchange's rulebook, to the benefit of all 
investors.
    Given the foregoing, the Exchange believes the proposed fee 
amendments are consistent with the Act.

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 market for listing 
services is extremely competitive and listed companies may freely 
choose alternative venues based on the aggregate fees assessed, and the 
value provided by each listing.
    The proposal changes the application fee, entry fee, and annual fee 
for Acquisition Companies listed on the Exchange and also changes the 
application and entry fee applicable to Additional Listings on the 
Exchange. The Exchange does not believe that these changes will impose 
any burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act. Specifically, the proposal to 
assess application fees, entry fees, and annual fees specific to 
Acquisition Companies listed on the Exchange is reasonable because it 
provides a tailored fee structure to such companies in a similar manner 
as other exchanges.
    The Exchange believes it is reasonable to charge Acquisition 
Companies the same entry fee regardless of whether they are listed as a 
Tier I or Tier II security given that they are treated the same. For 
example, each receive identical services from the Exchange upon 
announcing a business combination. The Exchange believes the proposed 
entry fee strikes a balance between the existing entry fees applicable 
to Acquisition Companies, and is representative of the Exchange's 
resources spent in listing such an Acquisition Company on the Exchange.
    The Exchange continues to believe that differentiating fees 
applicable to Acquisition Companies and operating companies from ETPs 
is reasonable because of the unique and different characteristics of 
listings ETPs. For example, certain types of ETPs by their nature 
require multiple listings. The existing fee structure for such listings 
is designed to encourage issuers of such products to list multiple ETPs 
on the Exchange at a reduced cost. As such, the Exchange believes it is 
reasonable and non-discriminatory to assess fees to ETPs in a different 
manner than Acquisition Companies and operating companies.
    The Exchange does not believe that the proposal to adopt entry fees 
specifically applicable to Additional Listings for Companies already 
listed on the Exchange will impose any burden on competition that is 
not necessary or appropriate in furtherance of the purposes of the Act. 
Under the current fee structure, the listing of additional shares or an 
additional class of equity security are subject to the application fee 
and entry fee for a Tier I or Tier II security, as applicable. Now, the 
Exchange proposes to provide that no application fee will be applicable 
to Additional Listings, and that the entry fee will be reduced to 
$10,000. The Exchange believes this proposed change better reflects the 
value of listing an additional class of security for already listed 
companies and to better align such value with the Exchange's regulatory 
resources expended in connection with such applications. In particular, 
the Exchange believes it is reasonable to charge only a non-refundable 
entry fee of $10,000 because the company listing an additional class or 
additional shares of the same class of security on the Exchange is 
already subject to Exchange rules, including the applicable corporate 
governance requirements. Accordingly, the Exchange expects to expend 
less regulatory resources qualifying an

[[Page 18465]]

additional class of equity security for listing. The Exchange also 
notes that other exchanges have similarly adopted separate fees 
applicable to an additional class of equity security, which are higher 
than the Exchange's proposed fee.\29\ The Exchange believes its 
proposal that Additional Listings be charged no application or annual 
fee is reasonable and equitable because it will result in lower costs 
to all companies seeking to list Additional Listings on the 
Exchange.\30\
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    \29\ See e.g., Nasdaq Global Market Rule 5910(a)(1)(A)(ii).
    \30\ The fees applicable to listings as set forth in Rule 
14.13(b) are applicable based on security listed on the exchange 
rather than the Company itself.
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    The Exchange believes that the proposed amendments do not encumber 
competition for listings with other listing venues, which are similarly 
free to set their fees. Rather, it reflects competition among listing 
venues and will further enhance competition.

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

    The Exchange neither solicited nor received comments on the 
proposed rule change.

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

    The foregoing rule change has become effective pursuant to section 
19(b)(3)(A) of the Act \31\ and paragraph (f) of Rule 19b-4 \32\ 
thereunder. At any time within 60 days of the filing of the 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 will institute proceedings to 
determine whether the proposed rule change should be approved or 
disapproved.
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    \31\ 15 U.S.C. 78s(b)(3)(A).
    \32\ 17 CFR 240.19b-4(f).
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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 (https://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
file number SR-CboeBZX-2024-019 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-CboeBZX-2024-019. 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 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 
a.m. and 3 p.m. Copies of the filing also 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-CboeBZX-2024-019 and should 
be submitted on or before April 3, 2024.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\33\
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    \33\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-05256 Filed 3-12-24; 8:45 am]
BILLING CODE 8011-01-P