[Federal Register Volume 90, Number 242 (Friday, December 19, 2025)]
[Notices]
[Pages 59601-59603]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-23334]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104413; File No. SR-NYSEARCA-2025-86]
Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change To Amend the
Grayscale Bitcoin Mini Trust Shares To Trade Under NYSE Arca Rule
8.201-E (Generic) Commodity-Based Trust Shares
December 16, 2025.
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (``Act''),\2\ and Rule 19b-4 thereunder,\3\ notice is hereby given
that on December 3, 2025, NYSE Arca, Inc. (``NYSE Arca'' or the
``Exchange'') filed with the Securities and Exchange Commission
(``SEC'' or ``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\ 15 U.S.C. 78a.
\3\ 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 amend the Grayscale Bitcoin Mini Trust
(the ``Trust''), shares of which are currently listed and traded on the
Exchange pursuant to Rule 8.201-E (Non-Generic), to list and trade on
the Exchange pursuant to Rule 8.201-E (Generic). The proposed rule
change is available on the Exchange's website at www.nyse.com and at
the principal office of the Exchange.
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 self-regulatory organization
included statements concerning the purpose of, and basis for, the
proposed rule change
[[Page 59602]]
and discussed any comments it received on the proposed rule change. The
text of those 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 parts 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 amend the Trust, shares of which currently
list and trade on the Exchange pursuant to Rule 8.201-E (Non-
Generic),\4\ to list and trade on the Exchange pursuant to Rule 8.201-E
(Generic).
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\4\ See Securities Exchange Act Release No. 100610 (July 26,
2024), 89 FR 62821 (August 1, 2024) (SR-NYSEARCA-2024-45) (Order
Granting Approval of a Proposed Rule Change, as Modified by
Amendment No. 1, To List and Trade Shares of the Grayscale Bitcoin
Mini Trust and Granting Accelerated Approval of a Proposed Rule
Change, as Modified by Amendment No. 1, To List and Trade Shares of
the Pando Asset Spot Bitcoin Trust) (the ``Original Approval
Order'').
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The shares of the Trust (``Shares'') will meet the requirements of
Rule 8.201-E (Generic) and will be required to comply with the
continued listing requirements set forth in such Rule.
2. Statutory Basis
The Exchange believes the proposed rule change is consistent with
the Act and the rules and regulations thereunder applicable to the
Exchange and, in particular, the requirements of Section 6(b) \5\ of
the Act. Specifically, the Exchange believes the proposed rule change
is consistent with the Section 6(b)(5) \6\ requirements that the rules
of an exchange be designed to prevent fraudulent and manipulative acts
and practices, to promote just and equitable principles of trade, to
foster cooperation and coordination with persons engaged in regulating,
clearing, settling, processing information with respect to, and
facilitating transactions in securities, to remove impediments to and
perfect the mechanism of a free and open market and a national market
system, and, in general, to protect investors and the public interest.
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\5\ 15 U.S.C. 78f(b)(5).
\6\ 15 U.S.C. 78f(b)(5).
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The Exchange believes the proposed rule change is designed to
remove impediments to and perfect the mechanism of a free and open
market and, in general, to protect investors and the public interest
because it would provide for the transition of the Trust from being
listed under Rule 8.201-E (Non-Generic) to Rule 8.201-E (Generic)
instead. The proposed change would allow the Shares to continue listing
and trading on the Exchange and permit the Trust to operate in reliance
on the generic listing standards in Rule 8.201-E (Generic) instead of
the terms of the Original Approval Order, thereby facilitating the
continued listing and trading of exchange-traded products that will
enhance competition among market participants, to the benefit of
investors and the marketplace. The Shares will meet the requirements of
Rule 8.201-E (Generic) and will be required to comply with the
continued listing standards set forth in Rule 8.201-E (Generic).
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purpose of the Act. As discussed above, the
proposed change is intended to facilitate the continued listing and
trading of the Shares on the Exchange, thereby promoting competition
among exchange-traded products 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 solicited or received with respect to the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The Exchange has filed the proposed rule change pursuant to Section
19(b)(3)(A) of the Act \7\ and Rule 19b-4(f)(6) \8\ thereunder. 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; or (iii) become operative for 30
days from the date on which it was filed, or such shorter time as the
Commission may designate, it has become effective pursuant to Section
19(b)(3)(A) of the Act \9\ and Rule 19b-4(f)(6) \10\ thereunder.
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\7\ 15 U.S.C. 78s(b)(3)(A).
\8\ 17 CFR 240.19b-4(f)(6).
\9\ 15 U.S.C. 78s(b)(3)(A).
\10\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires the Exchange 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) \11\ normally
does not become operative prior to 30 days after the date of the
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\12\ the Commission
may designate a shorter time if such action is consistent with
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 effective and operative immediately upon filing.
The Commission believes that waiving the 30-day operative delay is
consistent with the protection of investors and the public interest
because it will allow the Exchange to promptly transition the Shares to
list and trade under Rule 8.201-E (Generic), thereby providing for the
continued listing and trading of the Shares on the Exchange without
delay and does not introduce any novel regulatory issues. Accordingly,
the Commission designates the proposed rule change to be operative upon
filing.\13\
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\11\ 17 CFR 240.19b-4(f)(6).
\12\ 17 CFR 240.19b-4(f)(6)(iii).
\13\ For purposes only of waiving the 30-day operative delay,
the Commission also 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 will institute proceedings to
determine whether the proposed rule change 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-NYSEARCA-2025-86 on the subject line.
[[Page 59603]]
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-NYSEARCA-2025-86. 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 filing 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-NYSEARCA-2025-86 and should be submitted
on or before January 9, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\14\
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\14\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-23334 Filed 12-18-25; 8:45 am]
BILLING CODE 8011-01-P