Schedule 14D-9 60 Day Federal Register Notice

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Federal Register / Vol. 88, No. 191 / Wednesday, October 4, 2023 / Notices

the self-regulatory organization
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
change is consistent with the Act.
Comments may be submitted by any of
the following methods:

lotter on DSK11XQN23PROD with NOTICES1

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–
NSCC–2023–009 on the subject line.
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE,
Washington, DC 20549.
All submissions should refer to File
Number SR–NSCC–2023–009. 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 NSCC and on DTCC’s website
(dtcc.com/legal/sec-rule-filings). 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

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20:21 Oct 03, 2023

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to File Number SR–NSCC–2023–009
and should be submitted on or before
October 25, 2023.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.42
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023–21936 Filed 10–3–23; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–558, OMB Control No.
3235–0617]

Proposed Collection; Comment
Request; Extension: Rule 433 Under
the Securities Act of 1933—Conditions
to Permissible Post-Filing Free Writing
Prospectuses
Upon Written Request Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736.
Notice is hereby given that, pursuant
to the Paperwork Reduction Act of 1995
(44 U.S.C. 3501 et seq.), the Securities
and Exchange Commission
(‘‘Commission’’) is soliciting comments
on the collections of information
summarized below. The Commission
plans to submit this existing collection
of information to the Office of
Management and Budget for extension
and approval.
Rule 433 (17 CFR 230.433) governs
the use and filing of free writing
prospectuses under the Securities Act of
1933 (15 U.S.C. 77a et seq.). The
purpose of Rule 433 is to reduce the
restrictions on communications that a
company can make to investors during
a registered offering of its securities,
while maintaining a high level of
investor protection. A free writing
prospectus meeting the conditions of
Rule 433(d)(1) must be filed with the
Commission and is publicly available.
We estimate that it takes approximately
9.79057 burden hours per response to
prepare a free writing prospectus and
that the information is filed by 20,179
responses. We estimate that 25% of the
9.79052 burden hours per response
(2.44764 hours) is prepared by the
company for total annual reporting
burden of 49,391 hours (2.4476 hours ×
20,179 responses).
Written comments are invited on: (a)
whether this proposed collection of
information is necessary for the proper
performance of the functions of the
42 17

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CFR 200.30–3(a)(12).

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agency, including whether the
information will have practical utility;
(b) the accuracy of the agency’s estimate
of the burden imposed by the collection
of information; (c) ways to enhance the
quality, utility, and clarity of the
information 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 within 60 days of this
publication by December 4, 2023.
An agency may not conduct or
sponsor, and a person is not required to
respond to, a collection of information
unless it displays a currently valid
control number.
Please direct your written comment 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].
Dated: September 28, 2023.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023–21925 Filed 10–3–23; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–114, OMB Control No.
3235–0102]

Proposed Collection; Comment
Request; Extension: Tender Offer—
Regulation 14D and Regulation 14E,
Schedule 14D–9
Upon Written Request Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736.
Notice is hereby given that, pursuant
to the Paperwork Reduction Act of 1995
(44 U.S.C. 3501 et seq.), the Securities
and Exchange Commission
(‘‘Commission’’) is soliciting comments
on the collection of information
summarized below. The Commission
plans to submit this existing collection
of information to the Office of
Management and Budget for extension
and approval.
Regulation 14D (17 CFR 240.14d–1—
240.14d–11) and Regulation 14E (17
CFR 240.14e–1—240.14e–8) and related
Schedule 14D–9 (17 CFR 240.14d–101)
require information important to
security holders in deciding how to
respond to tender offers. Schedule 14D–
9 takes approximately 260.56 hours per

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Federal Register / Vol. 88, No. 191 / Wednesday, October 4, 2023 / Notices
response to prepare and is filed by
approximately 63 companies annually.
We estimate that 25% of the 260.56
hours per response (65.14 hours) is
prepared by the company for an annual
reporting burden of 4,104 hours (65.14
hours per response × 63 responses).
Written comments are invited on: (a)
whether this proposed collection of
information is necessary for the proper
performance of the functions of the
agency, including whether the
information will have practical utility;
(b) the accuracy of the agency’s estimate
of the burden imposed by the collection
of information; (c) ways to enhance the
quality, utility, and clarity of the
information 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 within 60 days of this
publication by December 4, 2023.
An agency may not conduct or
sponsor, and a person is not required to
respond to, a collection of information
unless it displays a currently valid
control number.
Please direct your written comment 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].
Dated: September 28, 2023.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023–21928 Filed 10–3–23; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION

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September 28, 2023.

On June 30, 2023, Cboe BZX
Exchange, Inc. (‘‘BZX’’ or ‘‘Exchange’’)
filed with the Securities and Exchange
Commission (‘‘Commission’’), pursuant
to Section 19(b)(1) of the Securities

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As described in more detail in the
Notice,7 the Exchange proposes to list
and trade the Shares of the Trust under
BZX Rule 14.11(e)(4), which governs the
listing and trading of Commodity-Based
Trust Shares on the Exchange.
The investment objective of the Trust
is for the Shares to reflect the
performance of the MarketVectorTM
Bitcoin Benchmark Rate (f/k/a MVIS®
CryptoCompare Bitcoin Benchmark
Rate) (‘‘Benchmark’’) less the expenses
of the Trust’s operations.8 The Trust’s
assets will consist of bitcoin held by the
Trust’s custodian on behalf of the
Trust.9 The administrator of the Trust
will determine the net asset value
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 See Securities Exchange Act Release No. 97903
(July 13, 2023), 88 FR 46320 (‘‘Notice’’). Comments
on the proposed rule change, as modified by
Amendment No. 1, are available at: https://
www.sec.gov/comments/sr-cboebzx-2023-040/
srcboebzx2023040.htm.
4 15 U.S.C. 78s(b)(2).
5 See Securities Exchange Act Release No. 98265,
88 FR 61641 (Sept. 7, 2023). The Commission
designated October 17, 2023, as the date by which
the Commission shall approve or disapprove, or
institute proceedings to determine whether to
disapprove, the proposed rule change.
6 15 U.S.C. 78s(b)(2)(B).
7 See Notice, supra note 3.
8 See id. at 46329. VanEck Digital Assets, LLC
(‘‘Sponsor’’) is the sponsor of the Trust.
9 See id. The Trust generally does not intend to
hold cash or cash equivalents; however, there may
be situations where the Trust will unexpectedly
hold cash on a temporary basis. See id.
2 17

Self-Regulatory Organizations; Cboe
BZX Exchange, Inc.; Order Instituting
Proceedings To Determine Whether To
Approve or Disapprove a Proposed
Rule Change, as Modified by
Amendment No. 1, To List and Trade
Shares of the VanEck Bitcoin Trust
Under BZX Rule 14.11(e)(4),
Commodity-Based Trust Shares

20:21 Oct 03, 2023

I. Summary of the Proposal, as
Modified by Amendment No. 1

1 15

[Release No. 34–98614; File No. SR–
CboeBZX–2023–040]

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Exchange Act of 1934 (‘‘Act’’) 1 and Rule
19b–4 thereunder,2 a proposed rule
change to list and trade shares
(‘‘Shares’’) of the VanEck Bitcoin Trust
(‘‘Trust’’) under BZX Rule 14.11(e)(4),
Commodity-Based Trust Shares. On July
11, 2023, the Exchange filed
Amendment No. 1 to the proposed rule
change, which amended and replaced
the proposed rule change in its entirety.
The proposed rule change, as modified
by Amendment No. 1, was published for
comment in the Federal Register on July
19, 2023.3
On August 31, 2023, pursuant to
Section 19(b)(2) of the 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, as modified by
Amendment No. 1.5 This order
institutes proceedings under Section
19(b)(2)(B) of the Act 6 to determine
whether to approve or disapprove the
proposed rule change, as modified by
Amendment No. 1.

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(‘‘NAV’’) of the Trust on each day that
the Exchange is open for regular trading,
as promptly as practical after 4:00 p.m.
ET.10 In determining the Trust’s NAV,
the administrator will value the bitcoin
held by the Trust based on the price set
by the Benchmark as of 4:00 p.m. ET.11
When the Trust sells or redeems its
Shares, it will do so in ‘‘in-kind’’
transactions with authorized
participants in blocks of 50,000
Shares.12
II. Proceedings To Determine Whether
To Approve or Disapprove SR–
CboeBZX–2023–040 and Grounds for
Disapproval Under Consideration
The Commission is instituting
proceedings pursuant to Section
19(b)(2)(B) of the Act 13 to determine
whether the proposed rule change
should be approved or disapproved.
Institution of proceedings is appropriate
at this time in view of the legal and
policy issues raised by the proposed
rule change, as discussed below.
Institution of proceedings does not
indicate that the Commission has
reached any conclusions with respect to
any of the issues involved. Rather, as
described below, the Commission seeks
and encourages interested persons to
provide comments on the proposed rule
change.
Pursuant to Section 19(b)(2)(B) of the
Act,14 the Commission is providing
notice of the grounds for disapproval
under consideration. The Commission is
instituting proceedings to allow for
additional analysis of the proposed rule
change’s consistency with Section
6(b)(5) of the Act, which requires,
among other things, 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.’’ 15
The Commission asks that
commenters address the sufficiency of
the Exchange’s statements in support of
the proposal, which are set forth in the
Notice, in addition to any other
comments they may wish to submit
about the proposed rule change. In
particular, the Commission seeks
comment on the following questions
and asks commenters to submit data
where appropriate to support their
views:
1. What are commenters’ views on
whether the proposed Trust and Shares
10 See

id. at 46331.
id.
12 See id. at 46329.
13 15 U.S.C. 78s(b)(2)(B).
14 Id.
15 15 U.S.C. 78f(b)(5).
11 See

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