[Federal Register Volume 90, Number 136 (Friday, July 18, 2025)]
[Notices]
[Pages 34056-34059]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-13477]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-103458; File No. SR-MIAX-2025-32]
Self-Regulatory Organizations; Miami International Securities
Exchange, LLC; Notice of Filing and Immediate Effectiveness of a
Proposed Rule Change To Amend the Certificate of Incorporation of the
Exchange's Ultimate Parent Company, Miami International Holdings, Inc.
July 15, 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 July 10, 2025, Miami International Securities Exchange, LLC
(``MIAX'' 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 is filing a proposal to amend the certificate of
incorporation (defined below) of the Exchange's ultimate parent
company, Miami International Holdings, Inc. (the ``Corporation''), in
connection with a reverse stock split (defined below).
The text of the proposed rule change is available on the Exchange's
website at https://www.miaxglobal.com/markets/us-options/all-options-exchanges/rule-filings, at MIAX's principal office, 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 Corporation was originally formed on November 14, 2007 as a new
ultimate holding company for the Exchange.\3\ The Corporation intends
to amend and restate its current certificate of incorporation (the
``Current Certificate of Incorporation'') \4\ to effect a reverse stock
split (described below) and adopt these changes as its new Amended and
Restated Certificate of Incorporation (the ``New Certificate of
Incorporation''). The amendments will be achieved through the filing
with the State of Delaware of a certificate of amendment for the New
Certificate of Incorporation (the ``Effective Time'').
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\3\ See Securities Exchange Act Release No. 68341 (December 3,
2012), 77 FR 73065 (December 7, 2012) (File No. 10-207) (Exhibit C)
(In the Matter of the Application of Miami International Securities
Exchange, LLC for Registration as a National Securities Exchange:
Findings, Opinion, and Order of the Commission).
\4\ See Amended and Restated Certificate of Incorporation of
Miami International Holdings, Inc., dated October 15, 2015,
available at https://www.miaxglobal.com/sites/default/files/page-files/MIH_Amended_Restated_Certificate_of_Incorporation_10152015.pdf.
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The current capital structure of the Corporation is comprised of
625,000,000 authorized shares, consisting of 400,000,000 shares of
voting Common Stock; 200,000,000 shares of Nonvoting Common Stock; and
25,000,000 shares of Preferred Stock.\5\ The Current Certificate of
Incorporation includes limitations on ownership percentages in any
class of capital stock of the Corporation, which limitations will carry
over to the New Certificate of Incorporation. In particular, subject to
certain exceptions described below, for so long as the Corporation
shall control, directly or indirectly, a Controlled National Securities
Exchange \6\ (i.e., the Exchange and any of its affiliated national
securities exchanges, described below):
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\5\ See Current Certificate of Incorporation, Article Fourth,
Section A.(i)-(iii). At the time of this filing, the only series of
Preferred Stock issued and outstanding is Series B Preferred Stock,
which is limited to 10,000,000 shares of Series B Preferred Stock.
The Corporation previously eliminated its Series A Preferred Stock.
See Current Certificate of Incorporation, Article Fourth, Sections
C.-D.
\6\ The term ``Controlled National Securities Exchange'' means a
national securities exchange, including but not limited to Miami
International Securities Exchange, LLC, or facility thereof. See
Current Certificate of Incorporation, Article Eighth.
(i)(A) No Person,\7\ either alone or together with its Related
Persons,\8\ may own, directly or indirectly, of record or
beneficially, shares constituting more than forty percent (40%) of
any class of capital stock of the Corporation;
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\7\ For purposes of the limitations described in Article Ninth
of the Current Certificate of Incorporation, the term ``Person''
shall mean a natural person, partnership, corporation, limited
liability company, entity, government, or political subdivision,
agency or instrumentality of a government. See Current Certificate
of Incorporation, Article Ninth(a)(i).
\8\ For purposes of the limitations described in Article Ninth
of the Current Certificate of Incorporation, the term ``Related
Persons'' shall mean with respect to any Person: (A) any
``affiliate'' of such Person (as such term is defined in Rule 12b-2
under the Act); (B) any other Person with which such first Person
has any agreement, arrangement or understanding (whether or not in
writing) to act together for the purpose of acquiring, voting,
holding or disposing of shares of the capital stock of the
Corporation; (C) in the case of a Person that is a company,
corporation or similar entity, any executive officer (as defined
under Rule 3b-7 under the Act) or director of such Person and, in
the case of a Person that is a partnership or limited liability
company, any general partner, managing member or manager of such
Person, as applicable; (D) in the case of any Person that is a
registered broker or dealer that has been admitted to membership in
a Controlled National Securities Exchange (an ``Exchange Member''),
any Person that is associated with the Exchange Member (as
determined using the definition of ``person associated with a
member'' as defined under Section 3(a)(21) of the Act); (E) in the
case of a Person that is a natural person and Exchange Member, any
broker or dealer that is also an Exchange Member with which such
Person is associated; (F) in the case of a Person that is a natural
person, any relative or spouse of such Person, or any relative of
such spouse who has the same home as such Person or who is a
director or officer of the Corporation or any of its parents or
subsidiaries; (G) in the case of a Person that is an executive
officer (as defined under Rule 3b-7 under the Act) or a director of
a company, corporation or similar entity, such company, corporation
or entity, as applicable; and (H) in the case of a Person that is a
general partner, managing member or manager of a partnership or
limited liability company, such partnership or limited liability
company, as applicable. See Current Certificate of Incorporation,
Article Ninth(a)(ii).
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(i)(B) No Exchange Member, either alone or together with its
Related Persons, may own, directly or indirectly, of record or
beneficially, shares constituting more than twenty percent (20%) of
any class of capital stock of the Corporation; and
(i)(C) No Person, either alone or together with its Related
Persons, at any time may, directly, indirectly or pursuant to any
voting trust, agreement, plan or other arrangement, vote or cause
the voting of shares of the capital stock of the Corporation or give
any consent or proxy with respect to shares representing more than
twenty percent (20%) of the voting power of the then issued and
outstanding capital stock of the Corporation, nor may any Person,
either alone or together with its Related Persons, enter into any
agreement, plan or other arrangement with any other Person, either
alone or together
[[Page 34057]]
with its Related Persons, under circumstances that would result in
the shares of capital stock of the Corporation that are subject to
such agreement, plan or other arrangement not being voted on any
matter or matters or any proxy relating thereto being withheld,
where the effect of such agreement, plan or other arrangement would
be to enable any Person, either alone or together with its Related
Persons, to vote, possess the right to vote or cause the voting of
shares of the capital stock of the Corporation which would represent
more than twenty percent (20%) of said voting power.\9\
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\9\ See Current Certificate of Incorporation, Article
Ninth(b)(i)(A)-(C).
Subject to additional provisions described below, the limitations
in clauses (b)(i)(A) and (b)(i)(C) of the Ninth Article of the Current
Certificate of Incorporation (listed above) shall not apply in the case
of any class of stock that does not have the right by its terms to vote
in the election of members of the Board of Directors of the Corporation
or on other matters that may require the approval of the holders of
voting shares of the Corporation (other than matters affecting the
rights, preferences or privileges of said class of stock). Further, the
limitations in clauses (b)(i)(A) and (b)(i)(C) (listed above) (except
with respect to Exchange Members and their Related Persons) of the
Ninth Article of the Current Certificate of Incorporation may be waived
by the Board of the Corporation pursuant to a resolution duly adopted
by the Board, if, in connection with the taking of such action, the
Board adopts a resolution stating that it is the determination of such
Board that such action will not impair the ability of the Exchange to
carry out its functions and responsibilities as an ``exchange'' under
the Act, and the rules and regulations promulgated thereunder; that it
is otherwise in the best interests of the Corporation, its stockholders
and the Exchange and that it will not impair the ability of the
Commission to enforce the Act and the rules and regulations promulgated
thereunder, and such resolution shall not be effective until it is
filed with and approved by the Commission. In making the determinations
referred to in the immediately preceding sentence, the Board may impose
on the Person in question and its Related Persons such conditions and
restrictions as it may in its sole discretion deem necessary,
appropriate or desirable in furtherance of the objectives of the Act
and the rules and regulations promulgated thereunder, and the
governance of the Exchange.\10\
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\10\ See Current Certificate of Incorporation, Article
Ninth(b)(ii)(A)-(B).
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The Current Certificate of Incorporation provides the following
additional provisions limiting ownership in the Corporation.
Notwithstanding the provisions described in the paragraph immediately
above (clauses (b)(ii)(A) and (b)(ii)(B) of Article Ninth of the
Current Certificate of Incorporation), in any case where a Person,
either alone or together with its Related Persons, would own or vote
more than any of the above percentage limitations upon consummation of
any proposed sale, assignment or transfer of the Corporation's capital
stock, such sale, assignment or transfer shall not become effective
until the Board of Directors of the Corporation shall have determined,
by resolution, that such Person and its Related Persons are not subject
to any applicable ``statutory disqualification'' (within the meaning of
Section 3(a)(39) of the Act). In addition, any Person that either alone
or together with its Related Persons proposes to own, directly or
indirectly, of record or beneficially, shares of the capital stock of
the Corporation constituting more than forty percent (40%) of the
outstanding shares of any class of capital stock of the Corporation, or
to exercise voting rights, or grant any proxies or consents with
respect to shares of the capital stock of the Corporation constituting
more than twenty percent (20%) of the voting power of the then issued
and outstanding shares of capital stock of the Corporation, shall have
delivered to the Board of Directors of the Corporation a notice in
writing, not less than forty-five (45) days (or any shorter period to
which said Board shall expressly consent) before the proposed ownership
of such shares, or the proposed exercise of said voting rights or the
granting of said proxies or consents, of its intention to do so.\11\
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\11\ See Current Certificate of Incorporation, Article
Ninth(b)(iii)-(iv).
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The Exchange, on behalf of the Corporation, now proposes to amend
the Current Certificate of Incorporation in connection with a reverse
stock split, pursuant to which each two (2) shares of Common Stock,
Nonvoting Common Stock and Series B Preferred Stock outstanding and
held of record by each stockholder of the Corporation (including
treasury shares) immediately prior to the Effective Time shall,
automatically and without any further action on the part of the
Corporation or the respective holders thereof, be reclassified and
combined into one (1) validly issued, fully paid and non-assessable
share of Common Stock, Nonvoting Common Stock or Series B Preferred
Stock, as applicable (the ``Reverse Stock Split''). No fractional
shares shall be issued in connection with the Reverse Stock Split.
Instead, any fractional shares that would otherwise be issuable as a
result of the Reverse Stock Split will be rounded up to the nearest
whole share, and adjustments to outstanding awards under the
Corporation's equity incentive plans shall be made in accordance with
the terms and conditions of such plans. Each certificate that
immediately prior to the Effective Time represented shares of Common
Stock, Nonvoting Common Stock or Series B Preferred Stock (``Old
Certificates''), shall thereafter represent that number of shares into
which the shares of Common Stock, Nonvoting Common Stock or Series B
Preferred Stock represented by the Old Certificate shall have been
combined, subject to the rounding of fractional share interests as
described above. The authorized number of shares, and par value per
share of Common Stock, Nonvoting Common Stock, Preferred Stock and
Series B Preferred Stock, shall not be affected by the Reverse Stock
Split.\12\
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\12\ The par value of each share of Common Stock, Nonvoting
Common Stock, and Preferred Stock will continue to be $0.001 per
share. See Current Certificate of Incorporation, Article Fourth,
Subparagraph A.(i)-(iii).
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The Exchange notes that the Corporation does not propose to amend
the number of shares that the Corporation is authorized to issue. The
Exchange also notes that, since the proposed Reverse Stock Split will
be effectuated without any change to the number of shares the
Corporation is authorized to issue, the Corporation could issue more
capital stock without seeking additional authorizations, thereby
impacting the holdings of the current shareholders in relation to the
number of shares outstanding. The proposed Reverse Stock Split was also
subject to the following stockholder consents: (i) approval from the
holders of a majority of the shares of the outstanding Voting Common
Stock, and (ii) approval thereof from holders of two-thirds of the
outstanding shares of the Series B Preferred Stock, voting as a
separate class.\13\
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\13\ On May 19, 2025, the Corporation mailed a Notice of Request
for Stockholder Approval and Stockholder Consent Solicitation for
Stockholder Approval of Reverse Stock Split and Amended and Restated
Certificate of Incorporation to record holders of Voting Common
Stock and the Series B Preferred Stock as of the close of business
on May 15, 2025. On June 9, 2025, the Corporation received approval
thereof from holders of (i) at least a majority of the shares of the
outstanding Voting Common Stock, and (ii) at least two-thirds of the
outstanding shares of the Series B Preferred Stock. Accordingly, the
Corporation received all necessary shareholder approvals required to
amend the Current Certificate of Incorporation to effect the Reverse
Stock Split.
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[[Page 34058]]
The purpose of this rule filing is to submit to the Commission for
review the New Certificate of Incorporation, which includes the
proposed amendments to effect the Reverse Stock Split, described above.
The changes described herein relate to the Current Certificate of
Incorporation of the Corporation only, not to the governance of the
Exchange or any of its affiliates--MIAX PEARL, LLC (``MIAX Pearl''),
MIAX Emerald, LLC (``MIAX Emerald''), or MIAX Sapphire, LLC (``MIAX
Sapphire''). The Exchange will continue to be governed by its existing
certificate of formation, limited liability company agreement, and by-
laws.\14\ The stock in, and voting power of, the Exchange will continue
to be directly and solely held by the Corporation.\15\ The capital
stock (i.e., Voting Common Stock, Nonvoting Common Stock and Series B
Preferred Stock) ownership and voting limitations described above will
continue to apply upon the effectiveness of the New Certificate of
Incorporation. Other exchange groups have effected stock splits for
their parent corporations; accordingly, this type of proposal is not
new or novel.\16\
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\14\ The Exchange's current certificate of formation, limited
liability company agreement, and by-laws are available on the
Exchange's website, available at https://www.miaxglobal.com/markets/us-options/all-options-exchanges/corporate-organization.
\15\ See Amended and Restated By-Laws of the Exchange, Article
I, Definitions, subparagraph (x), available at https://www.miaxglobal.com/miax_amended_and_restated_by_laws.pdf (providing
that the Corporation is the sole LLC Member of the Exchange). The
term ``LLC Member'' means any person who maintains a direct
ownership interest in the Exchange. The sole LLC Member of the
Exchange shall be Miami International Holdings, Inc. Id.
\16\ See, e.g., Securities Exchange Act Release No. 77601 (April
13, 2016), 81 FR 23060 (April 19, 2016) (SR-BatsBZX-2016-07)
(effecting a forward stock split). The Exchange notes that one
difference compared to the Bats BZX filing is that each of the
subsidiary exchanges of Bats Global Markets, Inc. filed to increase
the number of shares Bats Global Markets, Inc. was authorized to
issue in connection with the forward stock split. The Exchange does
not propose to amend the number of shares that the Corporation is
authorized to issue with this filing. See also Securities Exchange
Act Release Nos. 77608 (April 13, 2016), 81 FR 23062 (April 19,
2016) (SR-BatsEDGA-2016-05); 77600 (April 13, 2016), 81 FR 23021
(April 19, 2016) (SR-BatsBYX-2016-04); and 77612 (April 13, 2016),
81 FR 23072 (April 19, 2016) (SR-BatsEDGX-2016-10).
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2. Statutory Basis
The Exchange believes that its proposal is consistent with the
requirements of the Act and rules and regulations thereunder that are
applicable to a national securities exchange and, in particular, with
the requirements of Section 6(b)(1) of the Act, in that it enables the
Exchange to be so organized as to have the capacity to be able to carry
out the purposes of the Act and to comply, and to enforce compliance by
its Members \17\ and persons associated with its Members, with the
provisions of the Act, the rules and regulations thereunder, and the
rules of the Exchange.\18\
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\17\ See Exchange Rule 100.
\18\ 15 U.S.C. 78f(b).
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In particular, the Exchange believes that the proposed changes are
consistent with Section 6(b)(1) of the Act because the New Certificate
of Incorporation will retain, without modifications, the provisions
regarding limitations on ownership and total voting power that
currently exist.\19\ These provisions are designed to prevent any
stockholder, including any Member of the Exchange (or its affiliates)
along with its Related Persons, from exercising undue control over the
operations of the Exchange (or its affiliates) upon the effectiveness
of the Reverse Stock Split. The Exchange believes these limitations
will ensure that the Exchange will be able to carry out its regulatory
obligations under the Act. As described above, the proposed changes are
certain administrative and structural changes to the Current
Certificate of Incorporation and these changes do not impact the
ownership restrictions, voting restrictions, or governance of the
Exchange (or its affiliates).\20\
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\19\ The Exchange notes that the Corporation does not propose to
amend the number of shares that the Corporation is authorized to
issue. As such, the Corporation could issue more capital stock
following the Reverse Stock Split, thereby impacting the holdings of
the current shareholders in relation to the number of shares
outstanding.
\20\ The Exchange also proposes to amend the execution page of
the Current Certificate of Incorporation to add that the Corporation
filed an Amended and Restated Certificate of Incorporation with the
Secretary of the State of Delaware on October 16, 2015, and renumber
subsequent paragraphs accordingly.
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In addition, the proposed changes are similar to changes that were
made by Bats Global Markets, Inc. (``Bats'') and its subsidiary
national securities exchanges in 2016; however, Bats effected a forward
stock split and authorized the issuance of new shares, instead of a
reverse stock split, as proposed herein.\21\ Accordingly, the Exchange
believes its proposal is consistent with the requirements of the Act.
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\21\ See supra note 16.
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B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change imposes
any burden on competition. The proposed changes are not being made to
address a competitive issue. Rather, as described above, the proposed
changes are to make certain administrative and structural changes to
the Current Certificate of Incorporation. These changes do not impact
the ownership restrictions, voting restrictions, or governance of the
Exchange (or its affiliates). Further, the proposed changes are similar
to changes that were made by Bats and its subsidiary national
securities exchanges in 2016,\22\ which changes the Commission did not
suspend or disapprove. Therefore, the Exchange believes its
substantively similar changes do not impost any burden on competition.
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\22\ See supra note 16.
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C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
Written comments were neither solicited nor received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Because the foregoing proposed rule change does not: (i)
significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative for 30 days after the date of the filing, or such
shorter time as the Commission may designate if consistent with the
protection of investors and the public interest, it has become
effective pursuant to Section 19(b)(3)(A) of the Act \23\ and Rule 19b-
4(f)(6) \24\ thereunder.
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\23\ 15 U.S.C. 78s(b)(3)(A).
\24\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change, along
with a brief description and text of the proposed rule change, at
least five business days prior to the date of filing of the proposed
rule change, or such shorter time as designated by the Commission.
The Exchange has satisfied this requirement.
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A proposed rule change filed under Rule 19b-4(f)(6) \25\ normally
does not become operative prior to 30 days after the date of the
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\26\ the Commission
may designate a shorter time if such action is consistent with the
protection of investors and the public interest. The Exchange has asked
the Commission to waive the 30-day operative delay so that the proposed
rule change may become operative upon filing. The Exchange states that
the proposed changes will allow the Corporation to adopt the New
Certificate of Incorporation, which reflects
[[Page 34059]]
administrative and structural amendments to the Current Certificate of
Incorporation, and that the proposed changes do not impact the
ownership restrictions, voting restrictions, or governance of the
Exchange. The Exchange also states the proposed changes are similar to
changes that were made by Bats and its subsidiary national securities
exchanges in 2016.\27\ For these reasons, and because the proposed rule
change does not raise any novel regulatory issues, the Commission finds
that waiving the 30-day operative delay is consistent with the
protection of investors and the public interest. Therefore, the
Commission hereby waives the 30-day operative delay and designates the
proposal operative upon filing.\28\
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\25\ 17 CFR 240.19b-4(f)(6).
\26\ 17 CFR 240.19b-4(f)(6)(iii).
\27\ See supra note 16.
\28\ For purposes only of waiving the 30-day operative delay,
the Commission has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
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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 shall institute proceedings to
determine whether the proposed rule should be approved or disapproved.
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-MIAX-2025-32 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-MIAX-2025-32. 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-MIAX-2025-32 and should be
submitted on or before August 8, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\29\
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\29\ 17 CFR 200.30-3(a)(12), (59).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-13477 Filed 7-17-25; 8:45 am]
BILLING CODE 8011-01-P