60 Day Notice

Federal Register / Vol. 87, No. 51 / Wednesday, March 16, 2022 / Notices
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
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:

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Electronic Comments
• Use the Commission’s internet
comment form (http://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
MEMX–2022–01 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–MEMX–2022–01. 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 (http://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
10:00 a.m. and 3:00 p.m. Copies of the
filing also will be available for
inspection and copying at the principal
office of the Exchange. All comments
received will be posted without change.
Persons submitting comments are
cautioned that we do not redact or edit
personal identifying information from
comment submissions. You should
submit only information that you wish

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17:16 Mar 15, 2022

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to make available publicly. All
submissions should refer to File
Number SR–MEMX–2022–01 and
should be submitted on or before April≤
6, 2022.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.49
Eduardo Aleman,
Assistant Secretary.
[FR Doc. 2022–05483 Filed 3–15–22; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–774, OMB Control No.
3235–0727]

Proposed Collection; Comment
Request
Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736.
Extension:
Rules 400–404 of Regulation
Crowdfunding (Intermediaries)

Notice is hereby given that pursuant
to the Paperwork Reduction Act of 1995
(‘‘PRA’’) (44 U.S.C. 3501 et seq.), the
Securities and Exchange Commission
(‘‘Commission’’) is soliciting comments
on the collection of information
provided for Rule 17Ab2–1 (17 CFR
240.17Ab2–1) and Form CA–1:
Registration of Clearing Agencies (17
CFR 249b.200) under the Securities
Exchange Act of 1934 (‘‘Exchange Act’’)
(15 U.S.C. 78a et seq.). The Commission
plans to submit this existing collection
of information to the Office of
Management and Budget (‘‘OMB’’) for
extension and approval.
The collections of information
required under Rules 400 through 404 is
mandatory for all funding portals. Form
Funding Portal helps ensure that the
Commission can make information
about funding portals transparent and
easily accessible to the investing public,
including issuers and obligated persons
who engage funding portals; investors
who may purchase securities through
offerings on funding portals; and other
regulators. Further, the information
provided on Form Funding Portal
expands the amount of publicly
available information about funding
portals, including disciplinary history.
Consequently, the rules and forms
allows issuers and the investing public,
as well as others, to become more fully
49 17

PO 00000

informed about funding portals in a
more efficient manner.
Rule 400 requires each person
applying for registration with the
Commission as a funding portal to file
electronically with the Commission
Form Funding Portal. Rule 400(a)
requires a funding portal to become a
member of a national securities
association registered under Section
15A of the Exchange Act. Rule 400(b)
requires a funding portal to file an
amendment to Form Funding Portal if
any information previously submitted
on Form Funding Portal becomes
inaccurate for any reason. Rule 400(c)
provides that a funding portal can
succeed to the business of a predecessor
funding portal upon the successor filing
a registration on Form Funding Portal
and the predecessor filing a withdrawal
on Form Funding Portal.
Rule 400(d) requires a funding portal
to promptly file a withdrawal of
registration on Form Funding Portal
upon ceasing to operate as a funding
portal. Rule 400(e) states that duplicate
originals of the applications and reports
provided for in this section must be
filed with surveillance personnel
designated by any registered national
securities association of which the
funding portal is a member. Rule 400(f)
requires a nonresident funding portal to:
(1) Obtain a written consent and power
of attorney appointing an agent for
service of process in the United States;
(2) furnish the Commission with the
name and address of its agent for
services of process on Schedule C of
Form Funding Portal; (3) certify that it
can, as a matter of law, and will provide
the Commission and any registered
national securities association of which
it becomes a member with prompt
access to its books and records and can,
as a matter of law, and will submit to
onsite inspection and examination by
the Commission and any registered
national securities association of which
it becomes a member; and (4) provide
the Commission with an opinion of
counsel and certify on Schedule C on
Form Funding Portal that the firm can,
as a matter of law, provide the
Commission and registered national
securities association of which it
becomes a member with prompt access
to its books and records and can, as a
matter of law, submit to onsite
inspection and examination by the
Commission and any registered national
securities association of which it
becomes a member.1
1 Exchange Act Section 3(h)(1)(C) permits us to
impose, as part of our authority to exempt funding
portals from broker registration, ‘‘such other

CFR 200.30–3(a)(12).

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Federal Register / Vol. 87, No. 51 / Wednesday, March 16, 2022 / Notices

Rule 403(a) requires a funding portal
to implement written policies and
procedures reasonably designed to
achieve compliance with the federal
securities laws and the rules and
regulations thereunder relating to its
business as a funding portal. Rule 403(b)
provides that a funding portal must
comply with privacy rules. Rule 404
requires all registered funding portals to
maintain certain books and records
relating to their funding portal
activities, for not less than five years,
the first two in an easily accessible
place. Rule 404(e) requires funding
portals to furnish promptly to the
Commission, its representatives, and the
registered national securities association
of which the funding portal is a member
true, correct, complete and current
copies of such records of the funding
portal that are requested by the
representatives of the Commission and
the registered national securities
association.
The Commission staff estimates that
annualized industry burden would be
36,775 hours to comply with Rules 400–
404. The Commission staff estimates
that the costs associated with complying
with Rules 400–404 are estimated to be
approximately a total amount of
$671,793.
Written comments are invited on: (a)
Whether the proposed collection of
information is necessary for the proper
performance of the functions of the
Commission, including whether the
information shall have practical utility;
(b) the accuracy of the Commission’s
estimates of the burden of the proposed
collection of information; (c) ways to
enhance the quality, utility, and clarity
of the information to be collected; and
(d) ways to minimize the burden of the
collection of information on
respondents, including through the use
of automated collection techniques or
other forms of information technology.
Consideration will be given to
comments and suggestions submitted in
writing by May 16, 2022.
An agency may not conduct or
sponsor, and a person is not required to
respond to, a collection of information
under the PRA unless it displays a
currently valid OMB control number.
Please direct your written comments
to: David Bottom, Director/Chief
Information Officer, Securities and
Exchange Commission, c/o John
Pezzullo, 100 F Street NE, Washington,
DC 20549, or send an email to: PRA_
[email protected].
requirements under [the Exchange Act] as the
Commission determines appropriate.’’

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Dated: March 11, 2022.
Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2022–05541 Filed 3–15–22; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–94395; File No. SR–
NYSEArca–2021–57]

Self-Regulatory Organizations; NYSE
Arca, Inc.; Order Disapproving a
Proposed Rule Change To List and
Trade Shares of the NYDIG Bitcoin ETF
Under NYSE Arca Rule 8.201–E
(Commodity-Based Trust Shares)
March 10, 2022.

I. Introduction
On June 30, 2021, NYSE Arca, Inc.
(‘‘NYSE Arca’’ or ‘‘Exchange’’) filed
with the Securities and Exchange
Commission (‘‘Commission’’), pursuant
to Section 19(b)(1) of the Securities
Exchange Act of 1934 (‘‘Exchange
Act’’) 1 and Rule 19b–4 thereunder,2 a
proposed rule change to list and trade
shares (‘‘Shares’’) of the NYDIG Bitcoin
ETF (‘‘Trust’’) under NYSE Arca Rule
8.201–E (Commodity-Based Trust
Shares). The proposed rule change was
published for comment in the Federal
Register on July 19, 2021.3
On August 23, 2021, pursuant to
Section 19(b)(2) of the Exchange Act,4
the Commission designated a longer
period within which to approve the
proposed rule change, disapprove the
proposed rule change, or institute
proceedings to determine whether to
disapprove the proposed rule change.5
On September 29, 2021, the
Commission instituted proceedings
under Section 19(b)(2)(B) of the
Exchange Act 6 to determine whether to
approve or disapprove the proposed
rule change.7 On January 4, 2022, the
Commission designated a longer period
for Commission action on the proposed
rule change.8
This order disapproves the proposed
rule change. The Commission concludes
1 15

U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 See Securities Exchange Act Release No. 92395
(July 13, 2021), 86 FR 38129 (July 19, 2021)
(‘‘Notice’’). Comments on the proposed rule change
can be found at: https://www.sec.gov/comments/srnysearca-2021-57/srnysearca202157.htm.
4 15 U.S.C. 78s(b)(2).
5 See Securities Exchange Act Release No. 92722
(Aug. 23, 2021), 86 FR 48268 (Aug. 27, 2021).
6 15 U.S.C. 78s(b)(2)(B).
7 See Securities Exchange Act Release No. 93191,
86 FR 55090 (Oct. 5, 2021).
8 See Securities Exchange Act Release No. 93893,
87 FR 1238 (Jan. 10, 2022).
2 17

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that NYSE Arca has not met its burden
under the Exchange Act and the
Commission’s Rules of Practice to
demonstrate that its proposal is
consistent with the requirements of
Exchange Act Section 6(b)(5), and in
particular, the requirement that the
rules of a national securities exchange
be ‘‘designed to prevent fraudulent and
manipulative acts and practices’’ and
‘‘to protect investors and the public
interest.’’ 9
When considering whether NYSE
Arca’s proposal to list and trade the
Shares is designed to prevent fraudulent
and manipulative acts and practices, the
Commission applies the same standard
used in its orders considering previous
proposals to list bitcoin 10-based
commodity trusts and bitcoin-based
trust issued receipts.11 As the
9 15

U.S.C. 78f(b)(5).
are digital assets that are issued and
transferred via a decentralized, open-source
protocol used by a peer-to-peer computer network
through which transactions are recorded on a
public transaction ledger known as the ‘‘bitcoin
blockchain.’’ The bitcoin protocol governs the
creation of new bitcoins and the cryptographic
system that secures and verifies bitcoin
transactions. See, e.g., Notice, 86 FR at 38130.
11 See Order Setting Aside Action by Delegated
Authority and Disapproving a Proposed Rule
Change, as Modified by Amendments No. 1 and 2,
To List and Trade Shares of the Winklevoss Bitcoin
Trust, Securities Exchange Act Release No. 83723
(July 26, 2018), 83 FR 37579 (Aug. 1, 2018) (SR–
BatsBZX–2016–30) (‘‘Winklevoss Order’’); Order
Disapproving a Proposed Rule Change, as Modified
by Amendment No. 1, To Amend NYSE Arca Rule
8.201–E (Commodity-Based Trust Shares) and To
List and Trade Shares of the United States Bitcoin
and Treasury Investment Trust Under NYSE Arca
Rule 8.201–E, Securities Exchange Act Release No.
88284 (Feb. 26, 2020), 85 FR 12595 (Mar. 3, 2020)
(SR–NYSEArca–2019–39) (‘‘USBT Order’’); Order
Disapproving a Proposed Rule Change To List and
Trade Shares of the WisdomTree Bitcoin Trust
Under BZX Rule 14.11(e)(4), Commodity-Based
Trust Shares, Securities Exchange Act Release No.
93700 (Dec. 1, 2021), 86 FR 69322 (Dec. 7, 2021)
(SR–CboeBZX–2021–024) (‘‘WisdomTree Order’’);
Order Disapproving a Proposed Rule Change to List
and Trade Shares of the Valkyrie Bitcoin Fund
under NYSE Arca Rule 8.201–E (Commodity-Based
Trust Shares), Securities Exchange Act Release No.
93859 (Dec. 22, 2021), 86 FR 74156 (Dec. 29, 2021)
(SR–NYSEArca–2021–31) (‘‘Valkyrie Order’’); Order
Disapproving a Proposed Rule Change to List and
Trade Shares of the Kryptoin Bitcoin ETF Trust
under BZX Rule 14.11(e)(4), Commodity-Based
Trust Shares, Securities Exchange Act Release No.
93860 (Dec. 22, 2021), 86 FR 74166 (Dec. 29, 2021)
(SR–CboeBZX–2021–029) (‘‘Kryptoin Order’’);
Order Disapproving a Proposed Rule Change to List
and Trade Shares of the First Trust SkyBridge
Bitcoin ETF Trust under NYSE Arca Rule 8.201–E
(Commodity-Based Trust Shares), Securities
Exchange Act Release No. 94006 (Jan. 20, 2022), 87
FR 3869 (Jan. 25, 2022) (SR–NYSEArca–2021–37)
(‘‘SkyBridge Order’’); and Order Disapproving a
Proposed Rule Change to List and Trade Shares of
the Wise Origin Bitcoin Trust under BZX Rule
14.11(e)(4), Commodity-Based Trust Shares,
Securities Exchange Act Release No. 94080 (Jan. 27
2022), 87 FR 5527 (Feb. 1, 2022) (SR–CboeBZX–
2021–039) (‘‘Wise Origin Order’’). See also Order
Disapproving a Proposed Rule Change, as Modified
by Amendment No. 1, Relating to the Listing and
10 Bitcoins

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