Notice2025-08848
Self-Regulatory Organizations; Nasdaq Stock Market LLC; Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change To Amend the Rules Governing the Listing and Trading of Shares of the iShares Bitcoin Trust To Permit In-Kind Creations and Redemptions Under Nasdaq Rule 5711(d) (Commodity-Based Trust Shares)
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
May 19, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 95 (Monday, May 19, 2025)</title>
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[Federal Register Volume 90, Number 95 (Monday, May 19, 2025)]
[Notices]
[Pages 21352-21353]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-08848]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-103034; File No. SR-NASDAQ-2025-008]
Self-Regulatory Organizations; Nasdaq Stock Market LLC; Order
Instituting Proceedings To Determine Whether To Approve or Disapprove a
Proposed Rule Change To Amend the Rules Governing the Listing and
Trading of Shares of the iShares Bitcoin Trust To Permit In-Kind
Creations and Redemptions Under Nasdaq Rule 5711(d) (Commodity-Based
Trust Shares)
May 13, 2025.
I. Introduction
On January 24, 2025, The Nasdaq Stock Market LLC (``Nasdaq'') filed
with the Securities and Exchange Commission (``Commission''), pursuant
to Section 19(b)(1) of the Securities Exchange Act of 1934 (``Act'')
\1\ and Rule 19b-4 thereunder,\2\ a proposed rule change to amend the
rules governing the listing and trading of shares (``Shares'') of the
iShares Bitcoin Trust (``Trust'') under Nasdaq Rule 5711(d). The
proposed rule change was published for comment in the Federal Register
on February 12, 2025.\3\
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 102366 (Feb. 6,
2025), 90 FR 9446 (``Notice''). Comments received on the proposed
rule change are available at: <a href="https://www.sec.gov/comments/sr-nasdaq-2025-008/srnasdaq2025008.htm">https://www.sec.gov/comments/sr-nasdaq-2025-008/srnasdaq2025008.htm</a>.
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On March 11, 2025, 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.\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.
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\4\ 15 U.S.C. 78s(b)(2).
\5\ See Securities Exchange Act Release No. 102602, 90 FR 12421
(Mar. 17, 2025). The Commission designated May 13, 2025, 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).
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II. Summary of the Proposal
As described in more detail in the Notice,\7\ the Exchange proposes
to amend the rules governing the listing and trading of the Shares of
the Trust under Nasdaq Rule 5711(d).\8\ Specifically, the Exchange
proposes to amend certain representations regarding the Trust's
creation and redemption process to allow for in-kind transfers of the
Trust's bitcoin. According to the Exchange, the proposed in-kind
transfer process will be an alternative to the Trust's current cash
creation and redemption process. First, the Exchange proposes to amend
the section entitled ``Custody of the Trust's Bitcoin and Creation and
Redemption'' to add further detail on how the Trust will handle
transfers of bitcoin in connection with the proposed in-kind creation
and redemption process. Second, the Exchange proposes to modify the
section entitled ``Creation and Redemption of Shares'' to integrate the
proposed in-kind creation and redemption process. According to the
Exchange, except for these two proposed amendments, all other
representations stated in the Bitcoin ETP Approval will remain
unchanged and will continue to constitute continued listing
requirements.
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\7\ See Notice, supra note 3.
\8\ Nasdaq Rule 5711(d) governs the listing and trading of
Commodity-Based Trust Shares. The Commission approved the Exchange's
proposal, as amended, to list and trade the Shares on the Exchange
on January 10, 2024. See Securities Exchange Act Release No. 99306
(Jan. 10, 2024), 89 FR 3008 (Jan. 17, 2024) (``Bitcoin ETP
Approval'').
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III. Proceedings To Determine Whether To Approve or Disapprove SR-
NASDAQ-2025-008 and Grounds for Disapproval Under Consideration
The Commission is instituting proceedings pursuant to Section
19(b)(2)(B) of the Act \9\ 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. Institution of proceedings does not
indicate that the Commission has reached any conclusions with respect
to any of the issues involved. Rather, the Commission seeks and
encourages interested persons to provide comments on the proposed rule
change.
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\9\ 15 U.S.C. 78s(b)(2)(B).
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Pursuant to Section 19(b)(2)(B) of the Act,\10\ the Commission is
providing notice of the grounds for disapproval under consideration. As
described above, the Exchange proposes to allow for in-kind creation
and redemption of the Trust's bitcoin. 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, to
promote just and equitable principles of trade, 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.\11\
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\10\ Id.
\11\ 15 U.S.C. 78f(b)(5).
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IV. Procedure: Request for Written Comments
The Commission requests that interested persons provide written
submissions of their views, data, and arguments with respect to the
issues identified above, as well as any other concerns they may have
with the proposal. In particular, the Commission invites the written
views of interested persons concerning whether the proposal is
consistent with Section 6(b)(5) or any other provision of the Act, and
the rules and regulations thereunder. Although there do not appear to
be any issues relevant to approval or disapproval that would be
facilitated by an oral presentation of views, data, and arguments, the
Commission will consider, pursuant to Rule 19b-4, any request for an
opportunity to make an oral presentation.\12\
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\12\ Section 19(b)(2) of the Act, as amended by the Securities
Acts Amendments of 1975, Public Law 94-29 (June 4, 1975), grants the
Commission flexibility to determine what type of proceeding--either
oral or notice and opportunity for written comments--is appropriate
for consideration of a particular proposal by a self-regulatory
organization. See Securities Acts Amendments of 1975, Senate Comm.
on Banking, Housing & Urban Affairs, S. Rep. No. 75, 94th Cong., 1st
Sess. 30 (1975).
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Interested persons are invited to submit written data, views, and
arguments regarding whether the proposed rule change should be approved
or disapproved by June 9, 2025. Any person who wishes to file a
rebuttal to any other person's submission must file that rebuttal by
June 23, 2025.
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#443631282169272b2929212a3037043721276a232b32"><span class="__cf_email__" data-cfemail="057770696028666a6868606b7176457660662b626a73">[email protected]</span></a>. Please include
file number SR-NASDAQ-2025-008 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-NASDAQ-2025-008. This
[[Page 21353]]
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-NASDAQ-2025-008 and should
be submitted on or before June 9, 2025. Rebuttal comments should be
submitted by June 23, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\13\
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\13\ 17 CFR 200.30-3(a)(57).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-08848 Filed 5-16-25; 8:45 am]
BILLING CODE 8011-01-P
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