[Federal Register Volume 90, Number 95 (Monday, May 19, 2025)]
[Notices]
[Pages 21355-21363]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-08846]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-103032; File No. SR-NASDAQ-2025-034]
Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing of Proposed Rule Change To List and Trade Shares of
21Shares Dogecoin ETF Under Nasdaq Rule 5711(d) (Commodity-Based Trust
Shares)
May 13, 2025.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on April 28, 2025, The Nasdaq Stock Market LLC (``Nasdaq'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II 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
The Exchange proposes to list and trade shares of 21Shares Dogecoin
ETF (the ``Trust'') under Nasdaq Rule 5711(d) (``Commodity-Based Trust
Shares''). The shares of the Trust are referred to herein as the
``Shares.''
The text of the proposed rule change is available on the Exchange's
website at https://listingcenter.nasdaq.com/rulebook/nasdaq/rulefilings, at the principal office of the Exchange, 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 list and trade the Shares under Nasdaq
Rule 5711(d), which governs the listing and trading of Commodity-Based
Trust Shares on the Exchange.\3\ 21Shares US LLC (the ``Sponsor'') is
the sponsor of the Trust. Any statements or representations included in
this proposal regarding: (a) the description of the reference assets or
trust holdings; (b) limitations on the reference assets or trust
holdings; (c) dissemination and availability of the reference asset or
intraday indicative value; or (d) the applicability of Nasdaq listing
rules specified in this proposal shall constitute continued listing
standards for the Shares listed on the Exchange.
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\3\ The Commission approved Nasdaq Rule 5711 in Securities
Exchange Act Release No. 66648 (March 23, 2012), 77 FR 19428 (March
30, 2012) (SR-NASDAQ-2012-013).
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Overview of the Trust and the Shares
According to the Registration Statement, the Trust is a Maryland
statutory trust and will operate pursuant to a trust agreement (the
``Trust Agreement''), as amended and/or restated from time to time.\4\
A Maryland trust company will serve as the trustee of the Trust (the
``Trustee''). The Trust is managed and controlled by 21Shares US LLC
(the ``Sponsor''). A third party to be appointed by the Sponsor and/or
the Trustee will be the administrator of the Trust (the
``Administrator'').
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\4\ See Registration Statement on Form S-1, dated April 9, 2025
filed with the Commission on behalf of the Trust. The descriptions
of the Trust, the Shares, the Pricing Benchmark (as defined below),
and Trust's holdings contained herein are based, in part, on
information in the Registration Statement. The Registration
Statement in not yet effective and the Shares will not trade on the
Exchange until such time that the Registration Statement is
effective.
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The Trust is a passive investment vehicle that does not seek to
generate returns beyond tracking the price of Dogecoin. This means the
Sponsor does not speculatively sell Dogecoin at times when its price is
high or speculatively acquire Dogecoin at low prices in the expectation
of future price increases. It also means the Trust will not utilize
leverage, derivatives or any similar arrangements in seeking to meet
its
[[Page 21356]]
investment objective. The Trust's investment objective is to seek to
track the performance of Dogecoin, as measured by the performance of
the CF DOGE-Dollar US Settlement Price Index (``Pricing Benchmark''),
adjusted for the Trust's expenses and other liabilities. The Pricing
Benchmark is calculated by CF Benchmarks Ltd. (the ``Benchmark
Provider'') based on an aggregation of executed trade flow of major
Dogecoin trading platforms (``Constituent Exchanges''). The Pricing
Benchmark is designed to reflect the performance of Dogecoin in U.S.
dollars. In seeking to achieve its investment objective, the Trust will
hold Dogecoin and will value its Shares daily based on the Pricing
Benchmark. Coinbase Custody Trust Company, LLC (the ``Dogecoin
Custodian'') is the Dogecoin custodian for the Trust and will hold all
of the Trust's Dogecoin on the Trust's behalf.
When the Trust sells or redeems its Shares, Dogecoin will be
transferred into or out of the Trust, as applicable, in exchange for
blocks of 10,000 Shares (a ``Basket'') that are based on the quantity
of Dogecoin attributable to each Share of the Trust (net of accrued but
unpaid Sponsor Fees (defined below) and any accrued but unpaid
extraordinary expenses or liabilities).
Financial firms that are authorized to purchase Shares from or
redeem Shares to the Trust (known as ``Authorized Participants'')
purchase Shares by depositing cash in the Trust's account with the Cash
Custodian (as defined below). This will cause the Sponsor, on behalf of
the Trust, to automatically instruct a designated third party, who is
not an Authorized Participant but who may be an affiliate of an
Authorized Participant and with whom the Sponsor has entered into an
agreement on behalf of the Trust (a ``Dogecoin Counterparty''), to (i)
purchase the amount of Dogecoin equivalent in value to the cash deposit
amount associated with the order and (ii) deposit the resulting
Dogecoin amount in the Trust's account with the Dogecoin Custodian,
resulting in the Transfer Agent crediting the applicable amount of
Shares to the Authorized Participant.
When such an Authorized Participant redeems its Shares, the
Sponsor, on behalf of the Trust will direct the Dogecoin Custodian to
transfer Dogecoin to a Dogecoin Counterparty, who will sell the
Dogecoin to be executed at the Pricing Benchmark price used by the
Trust to calculate its net asset value (``NAV''), taking into account
any spread, commissions, or other trading costs and deposit the cash
proceeds of such sale in the Trust's account with the Cash Custodian
for settlement with the Authorized Participant. Any slippage incurred
(including, but not limited to, any trading fees, spreads, or
commissions), on a cash equivalent basis, will be the responsibility of
the Authorized Participant and not of the Trust or Sponsor.
Authorized Participants will deliver only cash to create Shares and
will receive only cash when redeeming Shares. Further, Authorized
Participants will not directly or indirectly purchase, hold, deliver,
or receive Dogecoin as part of the creation or redemption process or
otherwise direct the Trust or a Dogecoin Counterparty with respect to
purchasing, holding, delivering, or receiving Dogecoin as part of the
creation or redemption process.
The Dogecoin Counterparty is a designated third party with whom the
Sponsor has entered into an agreement on behalf of the Trust that will
deliver, receive or convert to U.S. dollars the Dogecoin related to the
Authorized Participant's creation or redemption order. The Sponsor
performs extensive due diligence as part of its Dogecoin Counterparty
selection and onboarding process. As part of this process, the Sponsor
assesses Dogecoin Counterparty candidates against various criteria,
including those relating to candidates' (1) financials, (2) reputation,
(3) settlement history with the Sponsor, and (4) their regulatory
oversight. The Trust will create Shares by receiving Dogecoin from a
Dogecoin Counterparty that is not the Authorized Participant, and the
Trust--not the Authorized Participant--is responsible for selecting the
Dogecoin Counterparty to deliver the Dogecoin. Further, the Dogecoin
Counterparty will not be acting as an agent of the Authorized
Participant with respect to the delivery of the Dogecoin to the Trust
or acting at the direction of the Authorized Participant with respect
to the delivery of the Dogecoin to the Trust. The Dogecoin Counterparty
is not contractually obligated to participate in cash orders for
creations or redemptions. The Dogecoin Counterparty reserves the right
to refuse or to cancel any pending creation or redemption order at any
time before the Sponsor places a purchase order.
According to the Registration Statement, the Trust is not an
investment company registered under the Investment Company Act of 1940,
as amended (the ``1940 Act''), and is not subject to regulation under
the 1940 Act. The Trust is not a commodity pool for purposes of the
Commodity Exchange Act of 1936, as amended (the ``CEA''), and the
Sponsor is not subject to regulation by the Commodity Futures Trading
Commission (the ``CFTC'') as a commodity pool operator or a commodity
trading advisor.
Neither the Trust, nor the Sponsor, nor the Dogecoin Custodian, nor
any other person associated with the Trust will, directly or
indirectly, engage in action where any portion of the Trust's Dogecoin
is used to earn additional Dogecoin or generate rewards or other
income. The Trust will not acquire and will disclaim any incidental
right (``IR'') or IR asset received, for example as a result of forks
or airdrops, and such assets will not be taken into account for
purposes of determining the Trust's NAV.
Investment Objective
According to the Registration Statement, the Trust's investment
objective is to seek to track the performance of Dogecoin, as measured
by the Pricing Benchmark, adjusted for the Trust's expenses and other
liabilities. In seeking to achieve its investment objective, the Trust
will hold Dogecoin and will value its Shares daily as of 4:00 p.m. ET
based on the Pricing Benchmark.
The Trust does not provide investors with direct exposure to
Dogecoin, and an investment in the Trust is not a direct investment in
Dogecoin. Rather, the Trust provides investors with the opportunity to
indirectly access the market for Dogecoin through a traditional
brokerage account without the potential barriers to entry or risks
involved with holding or transferring Dogecoin directly or acquiring it
from a Dogecoin spot market.
Dogecoin, the Dogecoin Blockchain and the Dogecoin Network
According to the Registration Statement, Dogecoin is a digital
asset that is created and transmitted through the operations of the
peer-to-peer ``Dogecoin Network,'' a decentralized network of computers
that operates on cryptographic protocols.
Transactions in Dogecoin are processed by a distributed network of
computers called ``miners.'' Miners are rewarded with Dogecoin for
their efforts. No single entity owns or operates the Dogecoin Network
or manages the Dogecoin Blockchain, a secure digital ledger where all
transactions in Dogecoin are recorded; instead, the infrastructure is
collectively maintained by a decentralized user base.
Dogecoin can be used to pay for goods and services, including to
send a transaction on the Dogecoin Network, or it can be converted to
fiat currencies, such as the U.S. dollar. The Dogecoin Network is based
on a shared public
[[Page 21357]]
ledger, the Dogecoin Blockchain, similar to the Bitcoin network.
However, the Dogecoin Network differentiates itself from many other
digital asset networks in that its stated primary function is as an
open-source peer-to-peer digital currency, not a store of value.
Dogecoin may be used, among other purposes, for tipping, donations, and
online purchases.
Unlike a centralized system, no single entity controls the Dogecoin
Network. Instead, the Dogecoin Network is a network of independent
nodes that validates transactions and reaches consensus using the
proof-of-work mechanism employed by the Dogecoin Blockchain. This
system ensures network security by requiring computational power from
miners. The Dogecoin Blockchain was originally created as a fork of the
Litecoin Blockchain, but was subsequently refactored to operate from a
technical perspective in a manner similar to the Bitcoin Blockchain.
Unlike the Bitcoin Blockchain, however, which settles a block of
transactions roughly every 10 minutes, the Dogecoin Blockchain settles
a block of transactions roughly every one minute. This makes the
Dogecoin Blockchain suitable for transactions that need faster
confirmation times. The Dogecoin Blockchain can also settle more
transactions per second than the Bitcoin Blockchain. Notably, however,
significantly less computing power is directed to maintaining the
Dogecoin Blockchain as compared to the Bitcoin Blockchain, which may
make the Dogecoin Blockchain less secure than the Bitcoin Blockchain.
Transactions on the Dogecoin Blockchain are validated by a
decentralized network of miners using a proof-of-work consensus
mechanism. These miners compete to solve complex cryptographic puzzles,
and the first to solve a puzzle adds a new block to the Dogecoin
Blockchain. Unlike systems that rely on trusted validators, the
Dogecoin Network relies on computational power to ensure that
transactions are valid and correctly ordered on the ledger. Miners are
entities (which can be individuals, mining pools, or organizations)
that dedicate computing resources to secure the network and validate
transactions. The integrity and accuracy of the Dogecoin Blockchain are
maintained by this decentralized process. Each node in the network
independently verifies transactions and blocks to ensure they follow
the protocol's rules. The decentralized architecture of Dogecoin
eliminates the need for trusted lists, as consensus is achieved through
the proof-of-work system, ensuring a trustless and secure network.
Dogecoin was initially developed in 2013 by the software developers
Billy Markus and Jackson Palmer, who created the Dogecoin Blockchain
and launched the Dogecoin Network as a way of making fun of Bitcoin and
other digital assets, which they believed were being taken too
seriously. Dogecoin was designed as a ``fun and friendly internet
currency,'' and adopted the image of a Shibu Inu dog as its logo.
Despite, or perhaps because of, its satirical origins, Dogecoin gained
rapid interest and adoption in online communities, and rapidly became
one of the larger digital assets when measured by market
capitalization. Users soon began using Dogecoin for certain financial
transactions, including tipping, trading, and donations. Dogecoin is
often referred to as the first ``meme coin,'' which refers to digital
assts that are inspired by internet memes or trends.
At the time of its launch in 2013, Dogecoin's blockchain had no
pre-mined supply. Instead, new Dogecoins are continuously created as
miners validate transactions and secure the network. Dogecoin's
issuance follows an inflationary model, with no fixed supply cap.
Initially, the reward for mining a block was randomized, but in 2014 it
was fixed at 10,000 Dogecoins per block. This ongoing issuance ensures
a consistent supply of Dogecoins to reward miners and maintain network
security. Dogecoin's supply is entirely determined by its blockchain
protocol and mining process, without any controlling organization
managing reserves or distributing coins.
Pricing Benchmark
According to the Registration Statement, the net assets of the
Trust and its Shares are valued on a daily basis with reference to the
Pricing Benchmark, a standardized reference rate published by the
Benchmark Provider, which is designed to reflect the performance of
Dogecoin in U.S. dollars. The Pricing Benchmark is calculated daily and
aggregates the notional value of Dogecoin trading activity across major
Dogecoin spot exchanges. The Benchmark Provider is the administrator of
the Pricing Benchmark. The Trust also uses the Pricing Benchmark to
calculate its NAV, which is the aggregate U.S. dollar value of Dogecoin
in the Trust, based on the Pricing Benchmark, less the Trust's
liabilities and expenses. ``NAV per Share'' is calculated by dividing
NAV by the number of Shares currently outstanding.
The Pricing Benchmark was created to facilitate financial products
based on Dogecoin and provides a U.S. dollar-denominated reference rate
for the spot price of Dogecoin. The Pricing Benchmark leverages real-
time prices from multiple constituent exchanges (the ``Constituent
Exchanges'') to provide a representative spot price.\5\ Each
constituent exchange is weighted proportionally to its trailing 24-hour
liquidity with adjustments for price variance and inactivity. The
Pricing Benchmark is calculated based on the Relevant Transactions \6\
of the Constituent Exchanges.
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\5\ As set out in the Registration Statement, a trading venue is
eligible as a Constituent Exchange if, in the opinion of the
Benchmark Provider's oversight committee, it fulfills the specified
criteria, including: (1) the venue facilitates spot trading of the
relevant base asset against the corresponding quote asset (the
``Relevant Pair'') and makes trade data and order data available
through an Automatic Programming Interface (``API'') with sufficient
reliability, detail, and timeliness; (2) the venue's Relevant Pair
spot trading volume for an index must meet the minimum thresholds
for it to be admitted as a constituent exchange; (3) the average
daily volume the venue would have contributed during the observation
window for the Reference Rate of the Relevant Pair exceeds 3% for
two consecutive calendar quarters; (4) the venue has policies to
ensure fair and transparent market conditions at all times and has
processes in place to identify and impede illegal, unfair or
manipulative trading practices; and (5) the venue complies with
applicable law and regulation, including, but not limited to,
capital markets regulations, money transmission regulations, client
money custody regulations, KYC and AML regulations.
\6\ ``Relevant Transactions'' are any cryptocurrency versus
cryptocurrency or legal tender spot trade that occurs during the
TWAP Period on a Constituent Exchange in the Relevant Pair that is
reported through its API to the Benchmark Provider. ``TWAP Period''
means the 60 minutes leading up to 4:00 p.m. London time.
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The Sponsor believes that the use of the Pricing Benchmark is
reflective of a reasonable valuation of the average spot price of
Dogecoin and that resistance to manipulation is a priority aim of its
design methodology. The methodology: (i) takes an observation period
and divides it into equal partitions of time; (ii) then calculates the
volume-weighted median of all transactions within each partition; and
(iii) the value is determined from the arithmetic mean of the volume-
weighted medians, equally weighted. By employing the foregoing steps,
the Pricing Benchmark thereby seeks to ensure that transactions in
Dogecoin conducted at outlying prices do not have an undue effect on
the value of a specific partition, large trades or clusters of trades
transacted over a short period of time will not have an undue influence
on the benchmark level, and the effect of large trades at prices that
deviate from the prevailing price are mitigated from having an
[[Page 21358]]
undue influence on the benchmark level.
In addition, the Sponsor notes that an oversight function is
implemented by the Benchmark Provider in seeking to ensure that the
Pricing Benchmark is administered through codified policies for Pricing
Benchmark integrity, which include a conflicts of interest policy, a
control framework, an accountability framework, and an input data
policy. It is also subject to the UK Benchmark Regulation (``BMR''),
compliance with which has been subject to a Limited Assurance Audit
under the ISAE 3000 standards of September 12, 2022.
The Sponsor has selected the Pricing Benchmark for its quality and
rigor as well as its broad, well-balanced universe, which the Sponsor
believes best reflects the market price of Dogecoin.
As of the date of this filing, the Constituent Exchanges included
in the Pricing Benchmark that is utilized by the Trust are Gemini,
Kraken and Coinbase. As of April 20, 2025, Coinbase makes up 87.99 of
the volume of the Pricing Benchmark, with Kraken and Gemini holding the
remaining 10.36% and 1.65%, respectively. As of December 31, 2024,
Coinbase had an annual trading volume of $1,162,000,000,000. As of
December 31, 2024, Kraken had an annual trading volume of
$665,000,000,000. As of December 31, 2024, Gemini had an annual trading
volume of $48,000,000,000.
Net Asset Value
The Administrator calculates the Trust's NAV and NAV per Share once
each Exchange trading day. The Trust's NAV per Share is calculated by:
taking the current market value of its total assets based
on the Dogecoin price determined by the Pricing Benchmark;
subtracting any liabilities; and
dividing that total by the total number of outstanding
Shares.
The NAV for a normal trading day will be released after 4:00 p.m.
Eastern Time (``ET''). Trading during the regular market session on the
Exchange closes at 4:00 p.m. ET. However, NAVs are not officially
struck until later in the day (often by 5:30 p.m. ET and almost always
by 8:00 p.m. EST). The pause between 4:00 p.m. ET and 5:30 p.m. ET (or
later) provides an opportunity for the Administrator to algorithmically
detect, flag, investigate, and correct unusual pricing should it occur.
Any such correction could adversely affect the value of the Shares. If
the Pricing Benchmark is not available, or if the Sponsor determines in
good faith that the Pricing Benchmark does not reflect an accurate
Dogecoin price, then the Administrator will determine NAV by reference
to the Trust's principal market.\7\
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\7\ Such alternative method will only be employed on an ad hoc
basis. Any permanent change to the calculation of the NAV would
require a proposed rule change under Rule 19b-4.
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Availability of Information and Intraday Indicative Value
In addition to the price transparency of the Index, the Trust will
provide information regarding the Trust's Dogecoin holdings as well as
additional data regarding the Trust. The website for the Trust, which
will be publicly accessible at no charge, will contain the following
information: (a) the prior business day's NAV per Share; (b) the prior
business day's Nasdaq official closing price; (c) calculation of the
premium or discount of such Exchange official closing price against
such NAV per Share; (d) data in chart form displaying the frequency
distribution of discounts and premiums of the Exchange's official
closing price against the NAV, within appropriate ranges for each of
the four previous calendar quarters (or for the life of the Trust, if
shorter); (e) the prospectus; and (f) other applicable quantitative
information. The Trust will also disseminate the Trust's holdings on a
daily basis on the Trust's website. Quotation and last sale information
regarding the Shares will be disseminated through the facilities of the
relevant securities information processor.
The intraday indicative value (``IIV'') will be calculated by using
the prior day's closing NAV per Share as a base and updating that value
during the Exchange's regular market session of 9:30 a.m. to 4:00 p.m.
ET (the ``Regular Market Session'') to reflect changes in the value of
the Trust's Dogecoin holdings during the trading day. The IIV
disseminated during the Regular Market Session should not be viewed as
an actual real-time update of the NAV, because NAV per Share is
calculated only once at the end of each Exchange trading day based upon
the relevant end-of-day values of the Trust's investments. The IIV will
be widely disseminated on a per-Share basis every 15 seconds during the
Regular Market Session through the facilities of the relevant
securities information processor by market data vendors. In addition,
the IIV will be available through online information services, such as
Bloomberg and Reuters.
Quotation and last sale information for Dogecoin is disseminated
through a variety of major market data vendors. Information related to
trading, including price and volume information, in Dogecoin is
available from major market data vendors and from the trading platforms
on which Dogecoin are traded. The normal trading hours for Dogecoin
trading platforms are 24 hours per day, 365 days per year.
Information regarding market price and trading volume of the Shares
will be continually available on a real-time basis throughout the day
on brokers' computer screens and other electronic services. Information
regarding the previous day's Nasdaq official closing price and trading
volume information for the Shares will be published daily in the
financial section of newspapers.
Creation and Redemption of Shares
According to the Registration Statement, the Trust creates and
redeems Shares from time to time, but only in one or more Baskets.
Baskets are only made in exchange for delivery to the Trust or the
distribution by the Trust of the amount of cash equivalent to the
amount of Dogecoin represented by the Baskets being created or
redeemed, the amount of which is based on the quantity of Dogecoin
attributable to each Share of the Trust (net of accrued but unpaid
Sponsor fees and any accrued but unpaid extraordinary expenses or
liabilities) being created or redeemed determined as of 4:00 p.m. ET on
the day the order to create or redeem Baskets is properly received.
Authorized Participants are the only persons that may place orders
to create and redeem Baskets. Authorized Participants must be (1)
registered broker-dealers or other securities market participants, such
as banks and other financial institutions, which are not required to
register as broker-dealers to engage in securities transactions
described below, and (2) DTC Participants.
Authorized Participants will deliver only cash to create shares and
will receive only cash when redeeming Shares. Further, Authorized
Participants will not directly or indirectly purchase, hold, deliver,
or receive Dogecoin as part of the creation or redemption process or
otherwise direct the Trust or a Dogecoin Counterparty with respect to
purchasing, holding, delivering, or receiving Dogecoin as part of the
creation or redemption process.
The Dogecoin Counterparty is a designated third party with whom the
Sponsor has entered into an agreement on behalf of the Trust that will
deliver, receive or convert to U.S. dollars the Dogecoin related to the
Authorized Participant's creation or redemption
[[Page 21359]]
order. The Sponsor performs extensive due diligence as part of its
Dogecoin Counterparty selection and onboarding process. As part of this
process, the Sponsor assesses Dogecoin Counterparty candidates against
various criteria, including those relating to candidates' (1)
financials, (2) reputation, (3) settlement history with the Sponsor,
and (4) their regulatory oversight. The Trust will create Shares by
receiving Dogecoin from a Dogecoin Counterparty that is not the
Authorized Participant, and the Trust--not the Authorized Participant--
is responsible for selecting the Dogecoin Counterparty to deliver the
Dogecoin. Further, the Dogecoin Counterparty will not be acting as an
agent of the Authorized Participant with respect to the delivery of the
Dogecoin to the Trust or acting at the direction of the Authorized
Participant with respect to the delivery of the Dogecoin to the Trust.
The Trust will redeem Shares by delivering Dogecoin to a Dogecoin
Counterparty that is not the Authorized Participant and the Trust--not
the Authorized Participant--is responsible for selecting the Dogecoin
Counterparty to receive the Dogecoin. Further, the Dogecoin
Counterparty will not be acting as an agent of the Authorized
Participant with respect to the receipt of the Dogecoin from the Trust.
Each Authorized Participant will be required to be registered as a
broker-dealer under the Exchange Act and a member in good standing with
FINRA, or exempt from being or otherwise not required to be licensed as
a broker-dealer or a member of FINRA, and will be qualified to act as a
broker or dealer in the states or other jurisdictions where the nature
of its business so requires. Certain Authorized Participants may also
be regulated under federal and state banking laws and regulations. Each
Authorized Participant has its own set of rules and procedures,
internal controls and information barriers as it determines is
appropriate in light of its own regulatory regime.
According to the Registration Statement, on any business day,\8\ an
Authorized Participant may place an order to create one or more Baskets
via a cash transaction. Purchase orders must be placed by 12:00 p.m.
ET, the close of regular trading on the Exchange, or another time
determined by the Sponsor. The day on which an order is received by the
Transfer Agent is considered the purchase order date. The total deposit
of cash required is based on the combined NAV of the number of Shares
included in the Baskets being created determined as of 4:00 p.m. ET on
the date the order to purchase is properly received. The Administrator
determines the quantity of Dogecoin associated with a Basket for a
given day by dividing the number of Dogecoin held by the Trust as of
the opening of business on that business day, adjusted for the amount
of Dogecoin constituting estimated accrued but unpaid fees and expenses
of the Trust as of the opening of business on that business day, by the
quotient of the number of Shares outstanding at the opening of business
on that business day, divided by the number of Shares in a Basket.
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\8\ The Registration Statement defines a ``business day'' as
each day other than a day when the Exchange or the New York Stock
Exchange is closed for regular trading.
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The procedures by which an Authorized Participant can redeem one or
more Baskets mirror the procedures for the creation of Baskets.
The Sponsor will maintain ownership and control of Dogecoin in a
manner consistent with good delivery requirements for spot commodity
transactions.
Applicable Standard
The Commission has historically approved or disapproved exchange
filings to list and trade series of Trust Issued Receipts, including
spot-based Commodity-Based Trust Shares, on the basis of whether the
listing exchange has in place a comprehensive surveillance sharing
agreement with a regulated market of significant size related to the
underlying commodity to be held.\9\ The Commission has also
consistently recognized, however, that this is not the exclusive means
by which the listing exchange for an exchange traded product (``ETP'')
can meet this statutory obligation.\10\ 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.
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\9\ See Securities Exchange Act Release Nos. 78262 (July 8,
2016), 81 FR 78262 (July 14. 2016) (the ``Winklevoss Proposal'').
The Winklevoss Proposal was subsequently disapproved by the
Commission. See Securities Exchange Act Release No. 83723 (July 26,
2018), 83 FR 37579 (August 1, 2018) (the ``Winklevoss Order'').
Prior orders from the Commission have pointed out that in every
prior approval order for Commodity-Based Trust Shares, there has
been a derivatives market that represents the regulated market of
significant size, generally a CFTC-regulated futures market. Further
to this point, the Commission's prior orders have noted that the
spot commodities and currency markets for which it has previously
approved spot ETPs are generally unregulated and that the Commission
relied on the underlying futures market as the regulated market of
significant size that formed the basis for approving the series of
Currency and Commodity-Based Trust Shares, including gold, silver,
platinum, palladium, copper, and other commodities and currencies.
The Commission specifically noted in the Winklevoss Order that the
approval order issued related to the first spot gold ETP ``was based
on an assumption that the currency market and the spot gold market
were largely unregulated.'' See Winklevoss Order at 37592. As such,
the regulated market of significant size test does not require that
the spot market be regulated in order for the Commission to approve
this proposal, and precedent makes clear that an underlying market
for a spot commodity or currency being a regulated market would
actually be an exception to the norm. These largely unregulated
currency and commodity markets do not provide the same protections
as the markets that are subject to the Commission's oversight, but
the Commission has consistently looked to surveillance sharing
agreements with the underlying futures market in order to determine
whether such products were consistent with the Act. See Securities
Exchange Act No. 99306 (January 10, 2024), 89 FR 3008 (January 17,
2024) (Self-Regulatory Organizations; NYSE Arca, Inc.; The Nasdaq
Stock Market LLC; Cboe BZX Exchange, Inc.; 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) (the ``Spot Bitcoin ETP Approval
Order''); 100224 (May 23, 2024), 89 FR 46937 (May 30, 2024) (Self-
Regulatory Organizations; NYSE Arca, Inc.; The Nasdaq Stock Market
LLC; Cboe BZX Exchange, Inc.; Order Granting Accelerated Approval of
Proposed Rule Changes, as Modified by Amendments Thereto, To List
and Trade Shares of Ether-Based Exchange-Traded Products) (the
``Spot ETH ETP Approval Order'').
\10\ See Winklevoss Order, 83 FR 37580; see Spot Bitcoin ETP
Approval Order, 89 FR 3009; see Spot ETH ETP Approval Order 89 FR
46938.
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The Commission has issued orders granting approval for proposals to
list Bitcoin- and Ether-based commodity trust shares and Bitcoin- and
Ether-based trust issued receipts (these proposed funds are nearly
identical to the Trust, but proposed to hold Bitcoin and Ether,
respectively, instead of Dogecoin) (``Spot Bitcoin ETPs'' and ``Spot
ETH ETPs''). In both the Spot Bitcoin ETP Approval Order and Spot ETH
ETP Approval Order, the Commission found that sufficient ``other
means'' of preventing fraud and manipulation had been demonstrated that
justified dispensing with a surveillance-sharing agreement with a
market of significant size. Specifically, the Commission found that
while the Chicago Mercantile Exchange (``CME'') futures market for both
Bitcoin and Ether were not of ``significant size'' with respect to the
spot market, the Exchange demonstrated that other means could be
reasonably expected to assist in surveilling for fraudulent and
manipulative acts and practices in the specific context of the
proposals.
As further discussed below, both the Exchange and the Sponsor
believe that this proposal and the analysis to be included are
sufficient to establish that there are sufficient ``other means'' of
[[Page 21360]]
preventing fraud and manipulation that warrant dispensing with the
surveillance-sharing agreement with a regulated market of significant
size, as was done with both Spot Bitcoin ETPs and Spot ETH ETPs. This
proposal should therefore be approved.
The Commission has approved numerous series of Trust Issued
Receipts,\11\ including Commodity-Based Trust Shares,\12\ to be listed
on U.S. national securities exchanges. In order for any proposed rule
change from an exchange to be approved, the Commission must determine
that, among other things, the proposal is consistent with the
requirements of Section 6(b)(5) of the Act, specifically including: (i)
the requirement that a national securities exchange's rules are
designed to prevent fraudulent and manipulative acts and practices; and
(ii) the requirement that an exchange proposal be designed, in general,
to protect investors and the public interest. The Exchange believes
that this proposal is consistent with the requirements of Section
6(b)(5) of the Act.
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\11\ Pursuant to Nasdaq Rule 5720(a), the term ``Trust Issued
Receipt'' means a security (a) that is issued by a trust which holds
specified securities deposited with the trust; (b) that, when
aggregated in some specified minimum number, may be surrendered to
the trust by the beneficial owner to receive the securities; and (c)
that pays beneficial owners dividends and other distributions on the
deposited securities, if any are declared and paid to the trustee by
an issuer of the deposited securities
\12\ Pursuant to Nasdaq Rule 5711(d)(iv), the term ``Commodity-
Based Trust Shares'' means a security (1) that is issued by a trust
that holds (a) a specified commodity deposited with the trust, or
(b) a specified commodity and, in addition to such specified
commodity, cash; (2) that is issued by such trust in a specified
aggregate minimum number in return for a deposit of a quantity of
the underlying commodity and/or cash; and (3) that, when aggregated
in the same specified minimum number, may be redeemed at a holder's
request by such trust which will deliver to the redeeming holder the
quantity of the underlying commodity and/or cash.
---------------------------------------------------------------------------
As noted above, the Commission has recognized that the ``regulated
market of significant size'' standard is not the only means for
satisfying Section 6(b)(5) of the Act, specifically recognizing that a
listing exchange could demonstrate that ``other means to prevent
fraudulent and manipulative acts and practices'' are sufficient to
justify dispensing with the requisite surveillance-sharing
agreement.\13\ For example, in approving the Spot Bitcoin ETPs, the
Commission found that there were ``sufficient `other means' of
preventing fraud and manipulation,'' including that:
---------------------------------------------------------------------------
\13\ See Winklevoss Order at 37580. The Commission has also
specifically noted that it ``is not applying a `cannot be
manipulated' standard; instead, the Commission is examining whether
the proposal meets the requirements of the Exchange Act and,
pursuant to its Rules of Practice, places the burden on the listing
exchange to demonstrate the validity of its contentions and to
establish that the requirements of the Exchange Act have been met.''
Id. at 37582
[B]ased on the record before the Commission and the improved
quality of the correlation analysis in the record, including the
Commission's own analysis, the Commission is 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 Exchanges' comprehensive
surveillance-sharing agreement with the CME--a U.S. regulated market
whose bitcoin futures market is consistently highly correlated to
spot bitcoin, albeit not of ``significant size'' related to spot
bitcoin--can be reasonably expected to assist in surveilling for
fraudulent and manipulative acts and practices in the specific
context of the [Spot Bitcoin ETPs].\14\
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\14\ See Securities Exchange Act Release No. 99306 (January 10,
2024), 89 FR 3008 (January 17, 2024) (Order Granting Accelerated
Approval of Proposed Rule Changes, as Modified by Amendments
Thereto, To List and Trade Shares of Bitcoin-Based Commodity-Based
Trust Shares and Trust Units). The SEC made substantially similar
findings in the approval order for Spot ETH ETPs. See Securities
Exchange Act Release No. 100224 (May 23, 2024), 89 FR 46937 (May 30,
2024) (Order Granting Accelerated Approval of Proposed Rule Changes,
as Modified by Amendments Thereto, To List and Trade Shares of
Ether-Based Exchange-Traded Products).
Today, Coinbase Derivatives, LLC (``Coinbase Derivatives'') offers
trading in Dogecoin futures. Nasdaq has a comprehensive surveillance-
sharing agreement with Coinbase Derivatives via its common membership
in the Intermarket Surveillance Group (``ISG'').\15\ This facilitates
the sharing of information that is available to Coinbase Derivatives
through its surveillance of its markets, including its surveillance of
Coinbase Derivatives' Dogecoin futures market. Nasdaq's ability to
obtain information regarding trading in the Dogecoin futures from other
markets that are members of the ISG (specifically Coinbase Derivatives)
would assist Nasdaq in detecting and deterring misconduct.
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\15\ For a list of the current members and affiliate members of
ISG, see https://isgportal.org/public-members.
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Initial and Continued Listing
The Shares will be subject to Nasdaq Rule 5711(d)(vi), which sets
forth the initial and continued listing criteria applicable to
Commodity-Based Trust Shares. The Exchange will obtain a representation
that the Trust's NAV per Share will be calculated daily and will be
made available to all market participants at the same time. A minimum
of 40,000 Shares will be required to be outstanding at the time of
commencement of trading on the Exchange. Upon termination of the Trust,
the Shares will be removed from listing. The Trustee will be a trust
company having substantial capital and surplus and the experience and
facilities for handling corporate trust business, as required under
Nasdaq Rule 5711(d)(vi)(D) and no change will be made to the Trustee
without prior notice to and approval of the Exchange.
As required in Nasdaq Rule 5711(d)(viii), the Exchange notes that
any registered market maker (``Market Maker'') in the Shares must file
with the Exchange, in a manner prescribed by the Exchange, and keep
current a list identifying all accounts for trading the underlying
commodity, related futures or options on futures, or any other related
derivatives, which the registered Market Maker may have or over which
it may exercise investment discretion. No registered Market Maker in
the Shares shall trade in the underlying commodity, related futures or
options on futures, or any other related derivatives, in an account in
which a registered Market Maker, directly or indirectly, controls
trading activities, or has a direct interest in the profits or losses
thereof, which has not been reported to the Exchange as required by
Nasdaq Rule 5711(d). In addition to the existing obligations under
Exchange rules regarding the production of books and records, the
registered Market Maker in the Shares shall make available to the
Exchange such books, records or other information pertaining to
transactions by such entity or any limited partner, officer or approved
person thereof, registered or non-registered employee affiliated with
such entity for its or their own accounts in the underlying commodity,
related futures or options on futures, or any other related
derivatives, as may be requested by the Exchange.
The Exchange is able to obtain information regarding trading in the
Shares and the underlying Dogecoin, Dogecoin futures contracts, or any
other Dogecoin derivative through members acting as registered Market
Makers, in connection with their proprietary or customer trades.
As a general matter, the Exchange has regulatory jurisdiction over
its members, and their associated persons. The Exchange also has
regulatory jurisdiction over any person or entity controlling a member,
as well as a subsidiary or affiliate of a member that is in the
securities business. A subsidiary or affiliate of a member organization
that does business only in commodities would not be subject to
[[Page 21361]]
Exchange jurisdiction, but the Exchange could obtain information
regarding the activities of such subsidiary or affiliate through
surveillance sharing agreements with regulatory organizations of which
such subsidiary or affiliate is a member.
Trading Rules
The Exchange deems the Shares to be equity securities, thus
rendering trading in the Shares subject to the Exchange's existing
rules governing the trading of equity securities. The Exchange will
allow trading in the Shares from 4:00 a.m. to 8:00 p.m. ET. The
Exchange has appropriate rules to facilitate transactions in the Shares
during all trading sessions. The Shares of the Trust will conform to
the initial and continued listing criteria set forth in Nasdaq Rule
5711(d) and will comply with the requirements of Rule 10A-3 of the Act.
Trading Halts
With respect to trading halts, the Exchange may consider all
relevant factors in exercising its discretion to halt or suspend
trading in the Shares. The Exchange will halt trading in the Shares
under the conditions specified in Nasdaq Rules 4120 and 4121, including
without limitation the conditions specified in Nasdaq Rule 4120(a)(9)
and (10) and the trading pauses under Nasdaq Rules 4120(a)(11) and
(12).
Trading may be halted because of market conditions or for reasons
that, in the view of the Exchange, make trading in the Shares
inadvisable. These may include: (1) the extent to which trading is not
occurring in the Dogecoin underlying the Shares; or (2) whether other
unusual conditions or circumstances detrimental to the maintenance of a
fair and orderly market are present.
If the IIV or the value of the Index is not being disseminated as
required, the Exchange may halt trading during the day on which the
interruption to the dissemination of the IIV or the value of the Index
occurs. If the interruption to the dissemination of the IIV or the
value of the Index persists past the trading day on which it occurred,
the Exchange will halt trading no later than the beginning of the
trading day following the interruption.
In addition, if the Exchange becomes aware that the NAV per Share
with respect to the Shares is not disseminated to all market
participants at the same time, it will halt trading in the Shares until
such time as the NAV per Share is available to all market participants.
Surveillance
The Exchange believes that its surveillance procedures are adequate
to properly monitor the trading of the Shares on the Exchange during
all trading sessions and to deter and detect violations of Exchange
rules and the applicable federal securities laws. The surveillance
program includes real-time patterns for price and volume movements and
post-trade surveillance patterns (e.g., spoofing, marking the close,
pinging, phishing). Trading of Shares on the Exchange will be subject
to the Exchange's surveillance program for derivative products, as well
as cross-market surveillances administered by FINRA, on behalf of the
Exchange pursuant to a regulatory services agreement, which are also
designed to detect violations of Exchange rules and applicable federal
securities laws. The Exchange is responsible for FINRA's performance
under this regulatory services agreement.
The Exchange will require the Trust to represent to the Exchange
that it will advise the Exchange of any failure by the Trust to comply
with the continued listing requirements, and, pursuant to its
obligations under Section 19(g)(1) of the Exchange Act, the Exchange
will surveil for compliance with the continued listing requirements. If
the Trust is not in compliance with the applicable listing
requirements, the Exchange will commence delisting procedures under the
Nasdaq 5800 Series. In addition, the Exchange also has a general policy
prohibiting the distribution of material, non-public information by its
employees.
The Exchange or FINRA, on behalf of the Exchange, or both, will
communicate as needed regarding trading in the Shares with other
markets and other entities that are members of the ISG, and the
Exchange or FINRA, on behalf of the Exchange, or both, may obtain
trading information regarding trading in the Shares and Dogecoin
futures from such markets and other entities. The Exchange also may
obtain information regarding trading in the Shares and Dogecoin futures
via the ISG, from other exchanges who are members or affiliates of the
Dogecoin, or with which the Exchange has entered into a comprehensive
surveillance sharing agreement.
Information Circular
Prior to the commencement of trading, the Exchange will inform its
members in an information circular (``Information Circular'') of the
special characteristics and risks associated with trading the Shares.
Specifically, the Information Circular will discuss the following: (1)
the procedures for creations and redemptions of Shares in Baskets (and
that Shares are not individually redeemable); (2) Section 10 of Nasdaq
General Rule 9, which imposes suitability obligations on Nasdaq members
with respect to recommending transactions in the Shares to customers;
(3) how information regarding the IIV and NAV is disseminated; (4) the
risks involved in trading the Shares during the pre-market and post-
market sessions when an updated IIV will not be calculated or publicly
disseminated; (5) the requirement that members deliver a prospectus to
investors purchasing newly issued Shares prior to or concurrently with
the confirmation of a transaction; and (6) trading information. The
Information Circular will also discuss any exemptive, no action and
interpretive relief granted by the Commission from any rules under the
Act.
The Information Circular will also reference the fact that there is
no regulated source of last sale information regarding Dogecoin, that
the Commission has no jurisdiction over the trading of Dogecoin as a
commodity.
Additionally, the Information Circular will reference that the
Trust is subject to various fees and expenses described in the
Registration Statement. The Information Circular will also disclose the
trading hours of the Shares. The Information Circular will disclose
that information about the Shares will be publicly available on the
Trust's website.
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\16\ in general, and furthers the objectives of Section
6(b)(5) of the Act,\17\ in particular, in that it is designed to
promote just and equitable principles of trade, 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.
---------------------------------------------------------------------------
\16\ 15 U.S.C. 78f(b).
\17\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
The Commission has approved numerous series of Trust Issued
Receipts, including Commodity-Based Trust Shares, to be listed on U.S.
national securities exchanges. In order for any proposed rule change
from an exchange to be approved, the Commission must determine that,
among other things, the proposal is consistent with the requirements of
Section 6(b)(5) of the Act, specifically
[[Page 21362]]
including: (i) the requirement that a national securities exchange's
rules are designed to prevent fraudulent and manipulative acts and
practices; and (ii) the requirement that an exchange proposal be
designed, in general, to protect investors and the public interest. The
Exchange believes that this proposal is consistent with the
requirements of Section 6(b)(5) of the Act.
As noted above, the Commission has recognized that the ``regulated
market of significant size'' standard is not the only means for
satisfying Section 6(b)(5) of the Act, specifically recognizing that a
listing exchange could demonstrate that ``other means to prevent
fraudulent and manipulative acts and practices'' are sufficient to
justify dispensing with the requisite surveillance-sharing agreement
with the underlying spot market. The Exchange and Sponsor believe that
such conditions are present. As discussed above, in approving the Spot
Bitcoin ETPs, the Commission found that there were ``sufficient `other
means' of preventing fraud and manipulation,'' including that:
[B]ased on the record before the Commission and the improved
quality of the correlation analysis in the record, including the
Commission's own analysis, the Commission is 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 Exchanges' comprehensive
surveillance-sharing agreement with the CME--a U.S. regulated market
whose bitcoin futures market is consistently highly correlated to
spot bitcoin, albeit not of ``significant size'' related to spot
bitcoin--can be reasonably expected to assist in surveilling for
fraudulent and manipulative acts and practices in the specific
context of the [Spot Bitcoin ETPs].\18\
---------------------------------------------------------------------------
\18\ See Securities Exchange Act Release No. 99306 (January 10,
2024), 89 FR 3008 (January 17, 2024) (Order Granting Accelerated
Approval of Proposed Rule Changes, as Modified by Amendments
Thereto, To List and Trade Shares of Bitcoin-Based Commodity-Based
Trust Shares and Trust Units). The SEC made substantially similar
findings in the approval order for spot ether ETPs. See Securities
Exchange Act Release No. 100224 (May 23, 2024), 89 FR 46937 (May 30,
2024) (Order Granting Accelerated Approval of Proposed Rule Changes,
as Modified by Amendments Thereto, To List and Trade Shares of
Ether-Based Exchange-Traded Products).
As discussed above, Coinbase Derivatives offers trading in Dogecoin
futures. Nasdaq has a comprehensive surveillance-sharing agreement with
Coinbase Derivatives via its common membership in ISG, which
facilitates the sharing of information that is available to Coinbase
Derivatives through its surveillance of its markets, including its
surveillance of Coinbase Derivatives' Dogecoin futures market. Similar
to the Spot Bitcoin and Spot ETH ETPs previously approved by the SEC,
Nasdaq's ability to obtain information regarding trading in the
Dogecoin futures from other markets that are members of the ISG
(specifically Coinbase Derivatives) would assist Nasdaq in detecting
and deterring misconduct.
The Exchange further believes that the proposed rule change is
designed to prevent fraudulent and manipulative acts and practices and
to protect investors and the public interest in that the Shares will be
listed and traded on the Exchange pursuant to the initial and continued
listing criteria set forth in Nasdaq Rule 5711(d). The Exchange has in
place surveillance procedures that are adequate to properly monitor
trading in the Shares in all trading sessions and to deter and detect
violations of Exchange rules and applicable federal securities laws. As
discussed above, the surveillance program includes real-time patterns
for price and volume movements and post-trade surveillance patterns
(e.g., spoofing, marking the close, pinging, phishing). Trading of
Shares on the Exchange will be subject to the Exchange's surveillance
program for derivative products, as well as cross-market surveillances
administered by FINRA, on behalf of the Exchange pursuant to a
regulatory services agreement, which are also designed to detect
violations of Exchange rules and applicable federal securities laws.
The Exchange is responsible for FINRA's performance under this
regulatory services agreement.
The Exchange will require the Trust to represent to the Exchange
that it will advise the Exchange of any failure by the Trust to comply
with the continued listing requirements, and, pursuant to its
obligations under Section 19(g)(1) of the Exchange Act, the Exchange
will surveil for compliance with the continued listing requirements. If
the Trust is not in compliance with the applicable listing
requirements, the Exchange will commence delisting procedures under the
Nasdaq 5800 Series. In addition, the Exchange also has a general policy
prohibiting the distribution of material, non-public information by its
employees.
The Exchange will communicate as needed regarding trading in the
Shares with other markets and other entities that are members of the
ISG, and the Exchange may obtain trading information regarding trading
in the Shares and listed Dogecoin futures from such markets and other
entities.
Trading in Shares of the Trust will be halted if the circuit
breaker parameters have been reached or because of market conditions or
for reasons that, in the view of the Exchange, make trading in the
Shares inadvisable. These may include unusual conditions or
circumstances detrimental to the maintenance of a fair and orderly
market.
The proposed rule change 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
Shares that will enhance competition among market participants, to the
benefit of investors and the marketplace.
For all the above reasons, the Exchange believes that the proposed
rule change is consistent with the requirements of Section 6(b)(5) of
the Act [sic].
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 not necessary or appropriate in
furtherance of the purposes of the Act. The Exchange notes that the
proposed rule change will rather facilitate the listing and trading of
an additional exchange-traded product that will enhance competition
among both market participants and listing venues, to the benefit of
investors and the marketplace.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were either solicited or received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period up to 90 days (i) as the
Commission may designate if it finds such longer period to be
appropriate and publishes its reasons for so finding or (ii) as to
which the Exchange consents, the Commission will:
A. by order approve or disapprove such proposed rule change, or
B. institute proceedings to determine whether the proposed rule
change should be disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposed rule
[[Page 21363]]
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-NASDAQ-2025-034 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-NASDAQ-2025-034. 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-NASDAQ-2025-034 and should
be submitted on or before June 9, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\19\
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\19\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-08846 Filed 5-16-25; 8:45 am]
BILLING CODE 8011-01-P