Notice2025-06253
Self-Regulatory Organizations; Long-Term Stock Exchange, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Extend the Duration of Complimentary Capital Market Solutions Under LTSE Rule 14.602 to a Four-Year Term
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
April 14, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 70 (Monday, April 14, 2025)</title>
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[Federal Register Volume 90, Number 70 (Monday, April 14, 2025)]
[Notices]
[Pages 15595-15597]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-06253]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-102787; File No. SR-LTSE-2025-06]
Self-Regulatory Organizations; Long-Term Stock Exchange, Inc.;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Extend the Duration of Complimentary Capital Market Solutions Under
LTSE Rule 14.602 to a Four-Year Term
April 8, 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 April 1, 2025, Long-Term Stock Exchange, Inc. (``LTSE'' or the
``Exchange'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I and II
below, which Items have been prepared by the self-regulatory
organization. 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 is filing with the Securities and Exchange Commission
(``Commission'') a proposed rule change to extend the period that newly
listed Companies and currently listed Companies may receive the
complimentary Capital Markets Solutions under LTSE Rule 14.602 for an
additional one year, for a four-year term.
The text of the proposed rule change is available at the Exchange's
website at <a href="https://longtermstockexchange.com/">https://longtermstockexchange.com/</a>, 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 self-regulatory organization 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
In March 2022, LTSE began offering complimentary Capital Markets
Solutions to newly listed and currently listed Companies following the
Commission's approval of relevant amendments to Rule 14.602.\4\ Based
on LTSE's experience with offering Capital Markets Solutions, as well
as in response to changes in the competitive landscape and market
conditions, the Exchange then proposed to extend from one year, to a
three-year term, the period that newly listed Companies and currently
listed Companies may receive the complimentary Capital Markets
Solutions under LTSE Rule 14.602.\5\ The Exchange now proposes to
extend these Capital Markets Solutions for an additional one year, for
a four-year term. This proposed change impacts solely the duration for
which Capital Markets Solutions are to be provided to listed Companies
and does not otherwise impact the nature or substance of the offerings
under LTSE Rule 14.602.
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\4\ See Securities Exchange Act Release No. 94465 (March 18,
2022), 87 FR 16800 (March 24, 2022) File No. SR-LTSE-2021-08.
\5\ See Securities Exchange Act Release No. 94465 (April 21,
2023), 88 FR 25718 (April 27, 2023) File No. SR-LTSE-2023-02.
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Current Rule 14.602(b)(2)(A) provides that within 90 days of
listing on the Exchange, a Company has the option to request and
commence receiving the Capital Markets Solutions on a complimentary
basis for a three-year term. As is the case in the current rule text,
the three-year term will begin from the date of first use of the
Capital Markets Solutions by the newly-listed Company, subject to the
90-day period from the date of listing to request and begin receiving
the service. The only proposed change in Rule 14.602(b)(2)(A) is
changing the duration of the period during which a Company may receive
the Capital Markets Solutions on a complimentary basis from three years
to four years.
The Exchange is proposing a related change to Rule 14.602(b)(2)(B),
providing a currently listed Company that has already commenced
receiving the services as of the effective date of filing SR-LTSE-2025-
06, the option to request to continue receiving such services on a
complimentary basis for an additional one-year term. This one-year term
will begin from the three-year anniversary of the date the Company
initially commenced receiving the Capital Markets Solutions. The
Exchange believes extending the period for Companies to receive Capital
Markets Solutions on a complimentary basis aligns with LTSE's objective
of supporting long-term value creation for listed Companies and their
investors. Additionally, by offering such services on a complimentary
basis for a longer term--i.e., four years--LTSE is able to enhance the
value Companies receive by listing on the Exchange. However, no Company
is required to use these services as a condition of initial or
continued listing. All such services are optional for listed Companies
and they may choose to cease receiving services at any point during the
proposed four-year period. If a Company chooses to discontinue the
services, there would be no effect on the Company's continued listing
on the Exchange. LTSE notes that extending the term of these
complimentary services will have no impact on the resources available
for its regulatory programs. LTSE also represents that no confidential
trading or regulatory information generated or received by the Exchange
will be shared with LTSE Services or leveraged for the provision of its
products and services.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with the provisions of Section 6 of the Act,\6\ in general, and
furthers the objectives of Section 6(b)(5) of the Act,\7\ in
particular, in that it is designed to provide for the equitable
allocation of reasonable dues, fees, and other charges among the
Exchange's members and issuers and other persons using its facilities.
The Exchange also believes that the proposed rule change is consistent
with Section 6(b)(5) of the Act \8\ in that it is not designed to
permit unfair discrimination between customers, issuers, brokers, or
dealers.
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\6\ 15 U.S.C. 78f.
\7\ 15 U.S.C. 78f(b)(5).
\8\ 15 U.S.C. 78f(b)(5).
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The Exchange believes that it is fair and reasonable to offer
products and services to companies. The Exchange faces competition from
NYSE and Nasdaq as a new entrant into the exchange listing market as
both offer complimentary services to newly and currently listed
companies in order to attract and retain listings.\9\ Similarly,
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the Exchange believes that offering such products and services to newly
and currently listed Companies would enhance the value proposition for
listing, allow the Exchange to more effectively attract companies to
list on the Exchange and retain its current listings. Equally
important, LTSE believes that the Capital Markets Services will support
Companies in identifying investors who are aligned with their long-term
business, vision and policies.
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\9\ See Securities Exchange Act Release No. 90955 (January 19,
2021), 86 FR 7155, 7157 (January 26, 2021) (noting that ``Nasdaq
faces competition in the market for listing services, and competes,
in part, by offering valuable services to companies. Nasdaq believes
that it is reasonable to offer complimentary services to attract and
retain listings as part of this competition''). See also Securities
Exchange Act Release No. 93865 (December 23, 2021), 86 FR 74115,
74118 (December 29, 2021) (noting that, ``The NYSE faces competition
in the market for listing services, and competes, in part, by
offering valuable services to companies. The Exchange believes that
it is reasonable to offer complimentary services to attract and
retain listings as part of this competition.'').
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The Exchange also believes that to the extent the Exchange's
listing program is successful, it will provide a competitive
alternative, which will thereby benefit companies and investors, and
remove impediments to and perfect the mechanism of a free and open
market and a national market system, consistent with the protection of
investors and the public interest. Other exchanges also acknowledge the
competition in the market for listing services and they compete, in
part, by offering products and services to companies. Like other
exchanges, LTSE also believes that it is fair and reasonable to offer
complimentary services to attract new listings and retain current
listings as part of this competition.\10\ For example, Nasdaq, through
its affiliate Nasdaq Corporate Solutions, LLC, or a selected third-
party, offers an ``Eligible New Listing'' or ``Eligible Switch'' access
to complimentary services for at least three years.\11\ Similarly, NYSE
offers complimentary services to ``Eligible New Listings'' and
``Eligible Transfer Companies'' for a period of 48 calendar months.\12\
As noted above, the proposed rule change would provide all current and
newly LTSE-listed Companies with the Capital Markets Solutions for four
years.
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\10\ Id.
\11\ See Nasdaq Listing Rule IM-5900-7(c) and (d). See also
Securities Exchange Act Release No. 91318 (March 12, 2021), 86 FR
14774 (March 18, 2021) (order approving proposed Nasdaq rule change
to modify and expand the package of complimentary services provided
to Eligible Companies under IM-5900-7).
\12\ See NYSE Listed Company Manual Section 907; see also
Securities Exchange Act Release No. 94222 (February 10, 2022), 87 FR
8886 (February 16, 2022) (order approving proposed rule change to
amend Section 907 of the Listed Company Manual regarding products
and services being offered to eligible companies).
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LTSE believes extending the term that all newly listed and
currently listed Companies receive Capital Markets Solutions on a
complimentary basis is consistent with just and equitable principles of
trade and the protection of investors and the public interest because
it has the potential to enhance current and newly listed companies'
engagement and alignment with shareholders for the purpose of long-term
value creation. These services are also a reflection of the Exchange's
differentiated listing standards, which are explicitly designed to
promote long-term focus and value creation,\13\ and are central to
LTSE's mission of reducing short-termism in the capital markets.\14\
Additionally, LTSE is not differentiating the complimentary services
offered among listed Companies based on the number of shares
outstanding or market capitalization; the Capital Markets Solutions are
made available to all listed Companies for the same period of time.
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\13\ See Policies and Principles noted in LTSE Rule 14.425.
\14\ See Securities Exchange Act Release No. 86327 (July 8,
2019), 84 FR 33293 (July 12, 2019) File No. SR-LTSE-2019-01 (notice
of filing of proposed rule change to adopt LTSE Rule 14.425).
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Finally, the Exchange believes it is reasonable to balance its need
to remain competitive with other listing venues, while at the same time
ensuring adequate revenue to meet its regulatory responsibilities. The
Exchange notes that no Company will be required to pay higher fees
because of this proposal, and it represents that providing the proposed
services will have no impact on the resources available for its
regulatory programs.
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 purposes of the Act. To the contrary, and as
discussed in the Statutory Basis section, LTSE believes that the
proposed rule change will enhance competition by facilitating LTSE's
listing program which will allow the Exchange to provide companies with
another listing option, thereby promoting intermarket competition
between exchanges in furtherance of the principles of Section 11A(a)(1)
of the Act \15\ in that it is designed to promote fair competition
between exchange markets by offering a new listing market. As noted
above, LTSE faces competition in the market for listing services, and
aims to compete by offering valuable services to listed Companies. The
proposed rule change reflects that competition, but does not impose any
burden on the competition with other exchanges. Other exchanges also
offer similar services to companies for similar time frames as this
proposed rule change,\16\ thereby increasing competition to the benefit
of those companies and their stakeholders. Moreover, as a dual listing
venue, LTSE expects to face competition from existing exchanges because
companies have a choice to list their securities solely on a primary
listing venue. Consequently, the degree to which LTSE's products and
services could impose any burden on intermarket competition is
extremely limited, and LTSE does not believe that such offerings would
impose any burden on competing venues that is not necessary or
appropriate in furtherance of the purposes of the Act.
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\15\ 15 U.S.C. 78k-1(a)(1).
\16\ See Nasdaq Listing Rule IM-5900-7 and NYSE Listed Company
Manual Section 907. See also supra notes 11 and 12.
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LTSE also does not believe that the proposed rule change will
result in any burden on intramarket competition since all currently
listed Companies will be able to receive the Capital Markets Services
for the proposed four-year term. Moreover, the extension of these
complimentary services to four years does not remove the requirement
under the existing rule that a Company requesting such services must do
so within 90 days of listing on the Exchange. Consequently, LTSE does
not believe that the proposal will impose any burden on intramarket
competition that is not necessary or appropriate in furtherance of the
purposes of the Act.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
The Exchange neither solicited nor received comments on 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 \17\ and Rule 19b-4(f)(6) thereunder.\18\
Because the 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 prior to
30 days from the date on which it was filed, or such shorter time as
the Commission may designate, if
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consistent with the protection of investors and the public interest,
the proposed rule change has become effective pursuant to Section
19(b)(3)(A) of the Act \19\ and Rule 19b-4(f)(6) thereunder.\20\
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\17\ 15 U.S.C. 78s(b)(3)(A).
\18\ 17 CFR 240.19b-4(f)(6).
\19\ 15 U.S.C. 78s(b)(3)(A).
\20\ 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 pursuant to Rule 19b-4(f)(6) \21\
normally does not become operative for 30 days after the date of its
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\22\ the Commission
may designate a shorter time if such action is consistent with the
protection of investors and the public interest. The Exchange has
requested that the Commission waive the 30-day operative delay so that
the proposal may become operative immediately upon filing. The Exchange
asserts that waiver of the operative delay would be consistent with the
protection of investors and the public interest because it would allow
the Exchange to immediately extend the term of services being provided
to currently listed Companies and permit uninterrupted continuation of
services. In addition, the Exchange states that extending the period
for Companies to receive Capital Markets Solutions on a complimentary
basis aligns with its objective of supporting long-term value creation
for listed Companies and their investors. For these reasons, and
because the proposal raises no novel legal or regulatory issues, the
Commission believes that waiver of the 30-day operative delay is
consistent with the protection of investors and the public interest.
Accordingly, the Commission hereby waives the 30-day operative delay
and designates the proposed rule change operative upon filing.\23\
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\21\ 17 CFR 240.19b-4(f)(6).
\22\ 17 CFR 240.19b-4(f)(6)(iii).
\23\ For purposes only of waiving the 30-day operative delay,
the Commission has also 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 such 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 under
Section 19(b)(2)(B) \24\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
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\24\ 15 U.S.C. 78s(b)(2)(B).
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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
<bullet> Use the Commission's internet comment form (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#6b191e070e46080406060e051f182b180e08450c041d"><span class="__cf_email__" data-cfemail="4331362f266e202c2e2e262d3730033026206d242c35">[email protected]</span></a>. Please include
file number SR-LTSE-2025-06 on the subject line.
Paper Comments
<bullet> 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-LTSE-2025-06. 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 (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>). 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-LTSE-2025-06 and should be
submitted on or before May 5, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\25\
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\25\ 17 CFR 200.30-3(a)(12), (59).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-06253 Filed 4-11-25; 8:45 am]
BILLING CODE 8011-01-P
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