[Federal Register Volume 89, Number 148 (Thursday, August 1, 2024)]
[Notices]
[Pages 62821-62824]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-16941]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-100610; File Nos. SR-NYSEARCA-2024-45; SR-CboeBZX-2023-
101]


Self-Regulatory Organizations; NYSE Arca, Inc.; Cboe BZX 
Exchange, Inc.; Order Granting Approval of a Proposed Rule Change, as 
Modified by Amendment No. 1, To List and Trade Shares of the Grayscale 
Bitcoin Mini Trust and Granting Accelerated Approval of a Proposed Rule 
Change, as Modified by Amendment No. 1, To List and Trade Shares of the 
Pando Asset Spot Bitcoin Trust

July 26, 2024.

I. Introduction

    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Exchange Act'') \1\ and Rule 19b-4 thereunder,\2\ each of NYSE Arca, 
Inc. (``NYSE Arca'') and Cboe BZX Exchange, Inc. (``BZX'', and together 
with NYSE Arca, the ``Exchanges'') filed with the Securities and 
Exchange Commission (``Commission'') proposed rule changes to list and 
trade shares of the following. NYSE Arca proposes to list and trade 
shares of the Grayscale Bitcoin Mini Trust \3\ under NYSE Arca Rule 
8.201-E (Commodity-Based Trust Shares); and BZX proposes to list and 
trade shares of the Pando Asset Spot Bitcoin Trust \4\ under BZX Rule 
14.11(e)(4) (Commodity-Based Trust Shares). Each filing was subject to 
notice and comment.\5\
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Notice of Filing of Proposed Rule Change, as Modified by 
Amendment No. 1, To List and Trade Shares of the Grayscale Bitcoin 
Mini Trust Under NYSE Arca Rule 8.201-E, Commodity-Based Trust 
Shares, Securities Exchange Act Release No. 100290 (June 6, 2024), 
89 FR 49931 (June 12, 2024) (SR-NYSEARCA-2024-45) (``Grayscale 
Filing'').
    \4\ See Notice of Filing of Amendment No. 1 to a Proposed Rule 
Change To List and Trade Shares of the Pando Asset Spot Bitcoin 
Trust Under BZX Rule 14.11(e)(4), Commodity-Based Trust Shares, 
Securities Exchange Act Release No. 100420 (June 25, 2024), 89 FR 
54555 (July 1, 2024) (SR-CboeBZX-2023-101) (``Pando Filing'').
    \5\ The Commission did not receive any comments on SR-NYSEARCA-
2024-45. Comments received on SR-CboeBZX-2023-101 are available at 
https://www.sec.gov/comments/sr-cboebzx-2023-101/srcboebzx2023101.htm.
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    Each of the foregoing proposed rule changes, as modified by their 
respective amendments, is referred to herein as a ``Proposal'' and 
together as the ``Proposals.'' Each trust described in a Proposal is 
referred to herein as a ``Trust'' and together as the ``Trusts.'' As 
described in more detail in the Proposals' respective amended 
filings,\6\ each Proposal seeks to list and trade shares of a Trust 
that would hold spot bitcoin,\7\ in whole or in part.\8\ This order 
approves the Proposals.\9\
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    \6\ See supra notes 3-4.
    \7\ Bitcoins are digital assets that are issued and transferred 
via a distributed, open-source protocol used by a peer-to-peer 
computer network through which transactions are recorded on a public 
transaction ledger known as the ``Bitcoin blockchain.'' The Bitcoin 
protocol governs the creation of new bitcoins and the cryptographic 
system that secures and verifies bitcoin transactions.
    \8\ Each Trust proposes to hold spot bitcoin. The Pando Asset 
Spot Bitcoin Trust also proposes to hold cash and cash equivalents. 
See Pando Filing at 54563.
    \9\ The Pando Filing is being approved on an accelerated basis. 
See infra Section III.
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II. Discussion and Commission Findings

    After careful review, the Commission finds that the Proposals are 
consistent with the Exchange Act and rules and regulations thereunder 
applicable to a national securities exchange.\10\ In particular, the 
Commission finds that the Proposals are consistent with Section 6(b)(5) 
of the Exchange Act,\11\ which requires, among other things, that the 
Exchanges' rules be designed to ``prevent fraudulent and manipulative 
acts and practices'' and, ``in general, to protect investors and the 
public interest;'' and with Section 11A(a)(1)(C)(iii) of the Exchange 
Act,\12\ which sets forth Congress' finding that it is in the public 
interest and appropriate for the protection of investors and the 
maintenance of fair and orderly markets to assure the availability to 
brokers, dealers, and investors of information with respect to 
quotations for and transactions in securities.
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    \10\ In approving the Proposals, the Commission has considered 
the Proposals' impacts on efficiency, competition, and capital 
formation. See 15 U.S.C. 78c(f).
    \11\ 15 U.S.C. 78f(b)(5).
    \12\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
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A. Exchange Act Section 6(b)(5)

    The Commission has explained that one way an exchange that lists 
bitcoin-based exchange-traded products (``ETPs'') can meet the 
obligation under Exchange Act Section 6(b)(5) that its rules be 
designed to prevent fraudulent and manipulative acts and practices is 
by demonstrating that the exchange has a comprehensive surveillance-
sharing agreement with a regulated market of significant size related 
to the underlying or reference assets.\13\ Such an agreement

[[Page 62822]]

would assist in detecting and deterring fraud and manipulation related 
to that underlying asset.
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    \13\ See, e.g., Order Granting Accelerated Approval of Proposed 
Rule Changes, as Modified by Amendments Thereto, To List and Trade 
Bitcoin-Based Commodity-Based Trust Shares and Trust Units, 
Securities Exchange Act Release No. 99306 (Jan. 10, 2024), 89 FR 
3008 (Jan. 17, 2024) (SR-NYSEARCA-2021-90; SR-NYSEARCA-2023-44; SR-
NYSEARCA-2023-58; SR-NASDAQ-2023-016; SR-NASDAQ-2023-019; SR-
CboeBZX-2023-028; SR-CboeBZX-2023-038; SR-CboeBZX-2023-040; SR-
CboeBZX-2023-042; SR-CboeBZX-2023-044; SR-CboeBZX-2023-072) (``Spot 
Bitcoin ETP Approval Order''); Order Granting Approval of a Proposed 
Rule Change, as Modified by Amendment No. 2, To List and Trade 
Shares of the Teucrium Bitcoin Futures Fund Under NYSE Arca Rule 
8.200-E, Commentary .02 (Trust Issued Receipts), Securities Exchange 
Act Release No. 94620 (Apr. 6, 2022), 87 FR 21676 (Apr. 12, 2022) 
(SR-NYSEARCA-2021-53). The Commission has provided an illustrative 
definition for ``market of significant size'' to include a market 
(or group of markets) as to which (a) there is a reasonable 
likelihood that a person attempting to manipulate the ETP would also 
have to trade on that market to successfully manipulate the ETP, so 
that a surveillance-sharing agreement would assist in detecting and 
deterring misconduct, and (b) it is unlikely that trading in the ETP 
would be the predominant influence on prices in that market. See 
Order Setting Aside Action by Delegated Authority and Disapproving a 
Proposed Rule Change, as Modified by Amendments No. 1 and 2, To List 
and Trade Shares of the Winklevoss Bitcoin Trust, Securities 
Exchange Act Release No. 83723 (July 26, 2018), 83 FR 37579, 37594 
(Aug. 1, 2018) (SR-BatsBZX-2016-30) (``Winklevoss Order'').
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    The Commission has also consistently recognized, however, that this 
is not the exclusive means by which an ETP listing exchange can meet 
this statutory obligation.\14\ A listing exchange could, alternatively, 
demonstrate that ``other means to prevent fraudulent and manipulative 
acts and practices will be sufficient'' to justify dispensing with a 
surveillance-sharing agreement with a regulated market of significant 
size.\15\ In the Spot Bitcoin ETP Approval Order, the Commission 
determined that having a comprehensive surveillance-sharing agreement 
with a U.S.-regulated market that, based on evidence from robust 
correlation analysis, is consistently highly correlated with the ETPs' 
underlying assets (spot bitcoin) constituted ``other means'' sufficient 
to satisfy the Exchange Act Section 6(b)(5) standard.\16\ Specifically, 
given the consistently high correlation between the bitcoin futures 
market of the Chicago Mercantile Exchange (``CME'') and a sample of 
spot bitcoin markets--confirmed by the Commission through robust \17\ 
correlation analysis using data at hourly, five-minute, and one-minute 
intervals--the Commission was able to conclude that fraud or 
manipulation that impacts prices in spot bitcoin markets would likely 
similarly impact CME bitcoin futures prices. And because the CME's 
surveillance can assist in detecting those impacts on CME bitcoin 
futures prices, the Commission was able to conclude that the 
comprehensive surveillance-sharing agreement among the listing 
exchanges and the CME can be reasonably expected to assist in 
surveilling for fraudulent and manipulative acts and practices in the 
specific context of the proposals considered in the Spot Bitcoin ETP 
Approval Order.
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    \14\ See, e.g., Winklevoss Order at 37580; Spot Bitcoin ETP 
Approval Order at 3009.
    \15\ See Spot Bitcoin ETP Approval Order at 3009 (quoting 
Winklevoss Order at 37580).
    \16\ See id. at 3009-11.
    \17\ The Commission stated that the ``robustness'' of its 
correlation analysis rested on the pre-requisites of (1) the 
correlations being calculated with respect to bitcoin futures that 
trade on the CME, a U.S. market regulated by the Commodity Futures 
Trading Commission, (2) the lengthy sample period of price returns 
for both the CME bitcoin futures market and the spot bitcoin market, 
(3) the frequent intra-day trading data in both the CME bitcoin 
futures market and the spot bitcoin market over that lengthy sample 
period, and (4) the consistency of the correlation results 
throughout the lengthy sample period. See id. at 3010 n.38.
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    With respect to the present Proposals, the structure of the Trusts, 
the terms of their operation and the trading of their shares, and the 
representations in their respective amended filings are substantially 
similar to those of the proposals considered in the Spot Bitcoin ETP 
Approval Order.\18\ In addition, the Commission finds that the spot 
bitcoin market continues to be consistently highly correlated with the 
CME bitcoin futures market.\19\ As such, based on the record before the 
Commission, including the Commission's correlation analysis, the 
Commission is able to conclude that the Exchanges' comprehensive 
surveillance-sharing agreement with the CME can be reasonably expected 
to assist in surveilling for fraudulent and manipulative acts and 
practices in the specific context of the Proposals.
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    \18\ See also infra Section II.B.
    \19\ The Commission examined correlation between the CME bitcoin 
futures market and the Coinbase and Kraken spot bitcoin trading 
platforms at hourly, five-minute, and one-minute intervals, using 
the same data sources and methodology as in the Spot Bitcoin ETP 
Approval Order (see Spot Bitcoin ETP Approval Order at 3010 n.35), 
for the period from March 1, 2021, to March 29, 2024. The 
correlation between the CME bitcoin futures market and this subset 
of spot bitcoin platforms for the full sample period is no less than 
98.3 percent using data at an hourly interval, 89.7 percent using 
data at a five-minute interval, and 73.9 percent using data at a 
one-minute interval. The rolling three-month correlation results 
range between 91.9 and 99.3 percent using data at an hourly 
interval, 76.6 and 94.9 percent using data at a five-minute 
interval, and 62.7 and 83.3 percent using data at a one-minute 
interval.
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B. Exchange Act Section 11A(a)(1)(C)(iii)

    Each Proposal sets forth aspects of its proposed ETP, including the 
availability of pricing information, transparency of portfolio 
holdings, and types of surveillance procedures, that are consistent 
with other ETPs that the Commission has approved.\20\ This includes 
commitments regarding: the availability via the Consolidated Tape 
Association of quotation and last-sale information for the shares of 
each Trust; the availability on the websites of each Trust of certain 
information related to the Trusts, including net asset values; the 
dissemination of intra-day indicative values by one or more major 
market data vendors, updated every 15 seconds throughout the Exchanges' 
regular trading hours; the Exchanges' surveillance procedures and 
ability to obtain information regarding trading in the shares of the 
Trusts; the conditions under which the Exchanges would implement 
trading halts and suspensions; and the requirements of registered 
market makers in the shares of each Trust.\21\ In addition, in each 
Proposal, the applicable Exchange deems the shares of the applicable 
Trust to be equity securities, thus rendering trading in such shares 
subject to that Exchange's existing rules governing the trading of 
equity securities.\22\ Further, the applicable listing rules of each 
Exchange require that all statements and representations made in its 
filing regarding, among others, the description of the applicable 
Trust's holdings, limitations on such holdings, and the applicability 
of that Exchange's listing rules specified in the filing, will 
constitute continued listing requirements.\23\ Moreover, each Proposal 
states that: its sponsor has represented to the applicable Exchange 
that it will advise that Exchange of any failure to comply with the 
applicable continued listing requirements; pursuant to obligations 
under Section 19(g)(1) of the Exchange Act, that Exchange will monitor 
for compliance with the continued listing requirements; and if the 
applicable Trust is not in compliance with the applicable listing 
requirements, that Exchange will commence delisting procedures.\24\
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    \20\ See, e.g., Spot Bitcoin ETP Approval Order at 3011; 
Securities Exchange Act Release No. 61220 (Dec. 22, 2009), 74 FR 
68895 (Dec. 29, 2009) (SR-NYSEARCA-2009-94) (Order Granting Approval 
of Proposed Rule Change Relating To Listing and Trading Shares of 
the ETFS Palladium Trust); Securities Exchange Act Release No. 94518 
(Mar. 25, 2022), 87 FR 18837 (Mar. 31, 2022) (SR-NYSEARCA-2021-65) 
(Notice of Filing of Amendment No. 1 and Order Granting Accelerated 
Approval of a Proposed Rule Change, as Modified by Amendment No. 1, 
To List and Trade Shares of the Sprott ESG Gold ETF Under NYSE Arca 
Rule 8.201-E (Commodity-Based Trust Shares); Securities Exchange Act 
Release No. 100224 (May 23, 2024), 89 FR 46937 (May 30, 2024) (SR-
NYSEARCA-2023-70; SR-NYSEARCA-2024-31; SR-NASDAQ-2023-045; SR-
CboeBZX-2023-069; SR-CboeBZX-2023-070; SR-CboeBZX-2023-087; SR-
CboeBZX-2023-095; SR-CboeBZX-2024-018) (Order Granting Accelerated 
Approval of Proposed Rule Changes, as Modified by Amendments 
Thereto, To List and Trade Shares of Ether-Based Exchange-Traded 
Products).
    \21\ See Grayscale Filing at 49941-43; Pando Filing at 54564-67.
    \22\ See Grayscale Filing at 49942; Pando Filing at 54566.
    \23\ See NYSE Arca Rule 8.201-E(e)(2)(vii); BZX Rule 14.11(a).
    \24\ See Grayscale Filing at 49943; Pando Filing at 54567.
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    The Commission therefore finds that the Proposals, as with other 
ETPs that the Commission has approved,\25\ are reasonably designed to 
promote fair disclosure of information that may be necessary to price 
the shares of the Trusts appropriately, to prevent trading when a 
reasonable degree of transparency cannot be assured, to safeguard 
material non-public information relating to the Trusts'

[[Page 62823]]

portfolios, and to ensure fair and orderly markets for the shares of 
the Trusts.
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    \25\ See supra note 20.
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C. Comments

    Some commenters state that bitcoin is a volatile asset and approval 
of spot bitcoin ETPs could amplify that volatility,\26\ making spot 
bitcoin ETPs unsuitable for some retail investors.\27\ The Commission 
finds that the Proposals are consistent with the Section 6(b)(5) 
requirement that the Exchanges' rules be designed to protect investors 
and the public interest because, in addition to the factors discussed 
in Section II.A and II.B above, existing rules and standards of conduct 
would apply to recommending and advising investments in the shares of 
the Trusts. For example, when broker-dealers recommend ETPs to retail 
customers, Regulation Best Interest (``Reg BI'') would apply.\28\ Reg 
BI requires broker-dealers to, among other things, exercise reasonable 
diligence, care, and skill when making a recommendation to a retail 
customer to: (1) understand potential risks, rewards, and costs 
associated with the recommendation and have a reasonable basis to 
believe that the recommendation could be in the best interest of at 
least some retail customers; and (2) have a reasonable basis to believe 
the recommendation is in the best interest of a particular retail 
customer based on that retail customer's investment profile.\29\ In 
addition, investment advisers have a fiduciary duty under the 
Investment Advisers Act of 1940 comprised of a duty of care and a duty 
of loyalty. These obligations require the adviser to act in the best 
interest of its client and not subordinate its client's interest to its 
own.\30\
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    \26\ See, e.g., Letter from Gaurav Mehra, dated Dec. 22, 2023, 
regarding SR-CboeBZX-2023-101 (``Mehra Letter'').
    \27\ See, e.g., Letter from Shweta Gulati, dated Jan. 3, 2024, 
regarding SR-CboeBZX-2023-101 (``Gulati Letter'').
    \28\ Exchange Act rule 15l-1(a).
    \29\ Exchange Act rules 15l-1(a)(2)(ii)(A) and (B). Separately, 
under Reg BI's Conflict of Interest Obligation, broker-dealers must 
establish, maintain, and enforce written policies and procedures 
reasonably designed to, among other things, identify and disclose or 
eliminate all conflicts of interest associated with a recommendation 
and mitigate conflicts of interest at the associated person level. 
See Exchange Act rules 15l-1(a)(2)(iii)(A) and (B). To the extent 
that broker-dealers recommend ETPs to customers who are not retail 
customers covered by Reg BI, FINRA Rule 2111 requires, in part, that 
a member broker-dealer or associated person ``have a reasonable 
basis to believe that a recommended transaction or investment 
strategy involving a security or securities is suitable for the 
customer, based on the information obtained through the reasonable 
diligence of the [broker-dealer] or associated person to ascertain 
the customer's investment profile.''
    \30\ See Commission Interpretation Regarding Standard of Conduct 
for Investment Advisers, Investment Advisers Act Release No. 5248 
(June 5, 2019), 84 FR 33669 (July 12, 2019), at 33671; Investment 
Company Act Release No. 34084 (Nov. 2, 2020), 85 FR 83162 (Dec. 21, 
2020), at 83217 (discussing the best interest standard of conduct 
for broker-dealers and the fiduciary obligations of investment 
advisers in the context of all ETPs).
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    Commenters also raised concerns with bitcoin's susceptibility to 
fraud and manipulation,\31\ including wash trading,\32\ and with 
custody arrangements and susceptibility of the Trusts' bitcoin to hacks 
and theft.\33\ The Commission acknowledges commenters' concerns. 
Pursuant to Section 19(b)(2) of the Exchange Act, however, the 
Commission must approve a proposed rule change filed by a national 
securities exchange if it finds that the proposed rule change is 
consistent with the applicable requirements of the Exchange Act.\34\ 
For the reasons described above, the Commission finds that the 
Proposals satisfy the requirements of the Exchange Act, including the 
requirement in Section 6(b)(5) \35\ that the Exchanges' rules be 
designed to ``prevent fraudulent and manipulative acts and practices.'' 
\36\
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    \31\ See, e.g., Gulati Letter; Letter from Prashant Saksena, 
dated Jan. 1, 2024, regarding SR-CboeBZX-2023-101 (``Prashant 
Letter''); Letter from Swatantra G., dated Dec. 28, 2023, regarding 
SR-CboeBZX-2023-101; Letter from Harish Reddy, dated Jan. 4, 2024, 
regarding SR-CboeBZX-2023-101; Letter from Snigdha Guha, dated Jan. 
6, 2024, regarding SR-CboeBZX-2023-101.
    \32\ See, e.g., Mehra Letter.
    \33\ See, e.g., Prashant Letter; Letter from Melissa Hayes, 
dated Dec. 26, 2023, regarding SR-CboeBZX-2023-101.
    \34\ See Exchange Act Section 19(b)(2)(C), 15 U.S.C. 
78s(b)(2)(C). The Commission does not apply a ``cannot be 
manipulated'' standard; rather, the Commission examines whether a 
proposal meets the requirements of the Exchange Act. See, e.g., 
Winklevoss Order at 37582. The Commission does not understand the 
Exchange Act to require that a particular product or market be 
immune from manipulation. Rather, the inquiry into whether the rules 
of an exchange are designed to prevent fraudulent and manipulative 
acts and practices and, in general, to protect investors and the 
public interest, has long focused on the mechanisms in place for the 
detection and deterrence of fraud and manipulation.
    \35\ 15 U.S.C. 78f(b)(5).
    \36\ See also Spot Bitcoin ETP Approval Order at 3013 
(discussing custody concerns raised by commenters).
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    Commenters also address, among other things: the use of bitcoin for 
illicit activities,\37\ such as sanctions evasion,\38\ money-
laundering,\39\ and terrorist finance; \40\ the environmental impacts 
of bitcoin mining; \41\ the potential impacts of spot bitcoin ETP 
approvals on lower-income countries' financial development; \42\ on 
democracy, human rights, and civil liberties; \43\ and on inflation; 
\44\ and the benefits of blockchain technology.\45\ Ultimately, 
however, for the reasons described above, the Commission is approving 
the Proposals because it finds that the Proposals satisfy the 
requirements of the Exchange Act, including the requirement in Section 
6(b)(5) \46\ that the Exchanges' rules be designed to ``prevent 
fraudulent and manipulative acts and practices.''
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    \37\ See, e.g., Letter from Arun Gogia, dated Dec. 30, 2023, 
regarding SR-CboeBZX-2023-101 (``Gogia Letter''); Letter from Dhiraj 
Kafle, dated Jan. 2, 2024, regarding SR-CboeBZX-2023-101; Letter 
from Bhrigu Wadhwa, dated Jan. 2, 2024, regarding SR-CboeBZX-2023-
101; Letter from Vir Vijay Singh, dated Jan. 4, 2024, regarding SR-
CboeBZX-2023-101.
    \38\ See, e.g., Letter from Borislava Pupaza, dated Dec. 29, 
2023, regarding SR-CboeBZX-2023-101 (``Pupaza Letter''); Letter from 
Amit Budhiraja, dated Jan. 2, 2024, regarding SR-CboeBZX-2023-101 
(``Budhiraja Letter''); Letter from Anurag Saksena, dated Jan. 2, 
2024, regarding SR-CboeBZX-2023-101 (``Anurag Letter'').
    \39\ See, e.g., Letter from Vipin Agarwal, dated Jan. 2, 2024, 
regarding SR-CboeBZX-2023-101.
    \40\ See, e.g., Letter from Sameer Tiwari, dated Jan. 5, 2024, 
regarding SR-CboeBZX-2023-101.
    \41\ See, e.g., Gogia Letter.
    \42\ See, e.g., Letter from Mohit Gupta, dated Dec. 29, 2023, 
regarding SR-CboeBZX-2023-101.
    \43\ See, e.g., Pupaza Letter; Budhiraja Letter; Anurag Letter.
    \44\ See, e.g., Gulati Letter.
    \45\ See, e.g., Letter from Miguel A. Suro Carrasco, dated Jan. 
3, 2024, regarding SR-CboeBZX-2023-101.
    \46\ 15 U.S.C. 78f(b)(5).
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III. Accelerated Approval of The Pando Filing

    The Commission finds good cause to approve the Pando Filing prior 
to the 30th day after the date of publication of notice of its 
Amendment No. 1 \47\ in the Federal Register. The amendment clarified 
the description of its Trust; further described the terms of the Trust; 
and conformed various representations in the amended filing to BZX's 
listing standards and to representations that exchanges have made for 
other ETPs that the Commission has approved.\48\ The amended filing is 
now substantially similar to other spot bitcoin ETPs that the 
Commission has approved,\49\ and as discussed above in Section II.A, 
the spot bitcoin market and the CME bitcoin futures market remain 
consistently highly correlated. Accordingly, the Commission finds good 
cause, pursuant to Section 19(b)(2) of the Exchange Act,\50\ to approve 
the Pando Filing on an accelerated basis.
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    \47\ See supra note 4.
    \48\ See also supra Section II.B.
    \49\ See Spot Bitcoin ETP Approval Order.
    \50\ 15 U.S.C. 78s(b)(2).
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IV. Conclusion

    This approval order is based on all of the Exchanges' 
representations and descriptions in their respective

[[Page 62824]]

amended filings, which the Commission has carefully evaluated as 
discussed above.\51\ For the reasons set forth above, including the 
Commission's correlation analysis, the Commission finds, pursuant to 
Section 19(b)(2) of the Exchange Act,\52\ that the Proposals are 
consistent with the requirements of the Exchange Act and the rules and 
regulations thereunder applicable to a national securities exchange, 
and in particular, with Section 6(b)(5) and Section 11A(a)(1)(C)(iii) 
of the Exchange Act.\53\
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    \51\ See supra notes 3-4. In addition, the shares of the Trust 
in SR-NYSEARCA-2024-45 must comply with the requirements of NYSE 
Arca Rule 8.201-E (Commodity-Based Trust Shares) to be listed and 
traded on NYSE Arca on an initial and continuing basis; and the 
shares of the Trust in SR-CboeBZX-2023-101 must comply with the 
requirements of BZX Rule 14.11(e)(4) (Commodity-Based Trust Shares) 
to be listed and traded on BZX on an initial and continuing basis.
    \52\ 15 U.S.C. 78s(b)(2).
    \53\ 15 U.S.C. 78f(b)(5); 15 U.S.C. 78k-1(a)(1)(C)(iii).
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    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Exchange Act,\54\ that the Grayscale Filing (SR-NYSEARCA-2024-45) be, 
and hereby is, approved; and that the Pando Filing (SR-CboeBZX-2023-
101) be, and hereby is, approved on an accelerated basis.
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    \54\ 15 U.S.C. 78s(b)(2).
    \55\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\55\
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-16941 Filed 7-31-24; 8:45 am]
BILLING CODE 8011-01-P