Notice2025-09632
Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing of a Proposed Rule Change To List and Trade Shares of the Canary Staked TRX ETF Under BZX Rule 14.11(e)(4), 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 29, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 102 (Thursday, May 29, 2025)</title>
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[Federal Register Volume 90, Number 102 (Thursday, May 29, 2025)]
[Notices]
[Pages 22778-22786]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-09632]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-103108; File No. SR-CboeBZX-2025-069]
Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of
Filing of a Proposed Rule Change To List and Trade Shares of the Canary
Staked TRX ETF Under BZX Rule 14.11(e)(4), Commodity-Based Trust Shares
May 22, 2025.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on May 12, 2025, Cboe BZX Exchange, Inc. (the ``Exchange'' or
``BZX'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change to list and trade shares of
the Canary Staked TRX ETF under BZX Rule 14.11(e)(4), Commodity-Based
Trust Shares. The proposed rule change is described in Items I, II, and
III 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\ 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
Cboe BZX Exchange, Inc. (``BZX'' or the ``Exchange'') is filing
with the Securities and Exchange Commission (``Commission'' or ``SEC'')
a proposed rule change to list and trade shares of the Canary Staked
TRX ETF (the ``Trust''),\3\ under BZX Rule 14.11(e)(4), Commodity-Based
Trust Shares.
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\3\ The Trust was formed as a Delaware statutory trust on
February 27, 2025, and is operated as a C corporation. The Trust has
no fixed termination date.
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The text of the proposed rule change is also available on the
Exchange's website (<a href="http://markets.cboe.com/us/equities/regulation/rule_filings/bzx/">http://markets.cboe.com/us/equities/regulation/rule_filings/bzx/</a>), at the Exchange's Office of the Secretary, 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 Exchange 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
The Exchange proposes to list and trade the Shares under BZX Rule
14.11(e)(4),\4\ which governs the listing and trading of Commodity-
Based Trust Shares on the Exchange.\5\ Canary Capital Group LLC is the
sponsor of the Trust (the ``Sponsor''). The Shares will be registered
with the Commission by means of the Trust's registration statement on
Form S-1 (the ``Registration Statement'').\6\ According to the
Registration Statement, the Trust is neither an investment company
registered under the Investment Company Act of 1940, as amended,\7\ nor
a commodity pool for purposes of the Commodity Exchange Act (``CEA''),
and neither the Trust nor the Sponsor is subject to regulation as a
commodity pool operator or a commodity trading adviser in connection
with the Shares.
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\4\ The Commission approved BZX Rule 14.11(e)(4) in Securities
Exchange Act Release No. 65225 (August 30, 2011), 76 FR 55148
(September 6, 2011) (SR-BATS-2011-018).
\5\ Any of the statements or representations regarding the index
composition, the description of the portfolio or reference assets,
limitations on portfolio holdings or reference assets, dissemination
and availability of index, reference asset, and intraday indicative
values, or the applicability of Exchange listing rules specified in
this filing to list a series of Other Securities (collectively,
``Continued Listing Representations'') shall constitute continued
listing requirements for the Shares listed on the Exchange.
\6\ See the Registration Statement on Form S-1, dated April 18,
2025, submitted by the Sponsor on behalf of the Trust. The
descriptions of the Trust, the Shares, and the Pricing Benchmark (as
defined below) contained herein are based, in part, on information
in the Registration Statement. The Registration Statement is not yet
effective, and the Shares will not trade on the Exchange until such
time that the Registration Statement is effective.
\7\ 15 U.S.C. 80a-1.
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[[Page 22779]]
Since 2017, the Commission has approved or disapproved exchange
filings to list and trade series of Trust Issued Receipts, including
spot-based Commodity-Based Trust Shares, on the basis of whether the
listing exchange has in place a comprehensive surveillance sharing
agreement with a regulated market of significant size related to the
underlying commodity to be held (the ``Winklevoss Test'').\8\ The
Commission has also consistently recognized that this not the exclusive
means by which an ETP listing exchange can meet this statutory
obligation.\9\ A listing exchange could, alternatively, demonstrate
that ``other means to prevent fraudulent and manipulative acts and
practices will be sufficient'' to justify dispensing with a
surveillance-sharing agreement with a regulated market of significant
size.\10\
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\8\ See Securities Exchange Act Release Nos. 78262 (July 8,
2016), 81 FR 78262 (July 14. 2016) (the ``Winklevoss Proposal'').
The Winklevoss Proposal was the first exchange rule filing proposing
to list and trade shares of an ETP that would hold spot bitcoin (a
``Spot Bitcoin ETP''). It was subsequently disapproved by the
Commission. See Securities Exchange Act Release No. 83723 (July 26,
2018), 83 FR 37579 (August 1, 2018) (the ``Winklevoss Order'');
99306 (January 10, 2024), 89 FR 3008 (January 17, 2024) (Self-
Regulatory Organizations; NYSE Arca, Inc.; The Nasdaq Stock Market
LLC; Cboe BZX Exchange, Inc.; Order Granting Accelerated Approval of
Proposed Rule Changes, as Modified by Amendments Thereto, To List
and Trade Bitcoin-Based Commodity-Based Trust Shares and Trust
Units) (the ``Spot Bitcoin ETP Approval Order''); 100224 (May 23,
2024), 89 FR 46937 (May 30, 2024) (Self-Regulatory Organizations;
NYSE Arca, Inc.; The Nasdaq Stock Market LLC; Cboe BZX Exchange,
Inc.; Order Granting Accelerated Approval of Proposed Rule Changes,
as Modified by Amendments Thereto, To List and Trade Shares of
Ether-Based Exchange-Traded Products) (the ``Spot ETH ETP Approval
Order'').
\9\ See Winklevoss Order, 83 FR at 37580; see Spot Bitcoin ETP
Approval Order, 89 FR at 3009; see Spot ETH ETP Approval Order 89 FR
at 46938.
\10\ The Exchange notes that that the Winklevoss Test was first
applied in 2017 in the Winklevoss Order, which was the first
disapproval order related to an exchange proposal to list and trade
a Spot Bitcoin ETP. All prior approval orders issued by the
Commission approving the listing and trading of series of Trust
Issued Receipts included no specific analysis related to a
``regulated market of significant size.''In the Winklevoss Order and
the Commission's prior orders approving the listing and trading of
series of Trust Issued Receipts have noted that the spot commodities
and currency markets for which it has previously approved spot ETPs
are generally unregulated and that the Commission relied on the
underlying futures market as the regulated market of significant
size that formed the basis for approving the series of Currency and
Commodity-Based Trust Shares, including gold, silver, platinum,
palladium, copper, and other commodities and currencies. The
Commission specifically noted in the Winklevoss Order that the
approval order issued related to the first spot gold ETP ``was based
on an assumption that the currency market and the spot gold market
were largely unregulated.'' See Winklevoss Order at 37592. As such,
the regulated market of significant size test does not require that
the spot market be regulated in order for the Commission to approve
this proposal, and precedent makes clear that an underlying market
for a spot commodity or currency being a regulated market would
actually be an exception to the norm. These largely unregulated
currency and commodity markets do not provide the same protections
as the markets that are subject to the Commission's oversight, but
the Commission has consistently looked to surveillance sharing
agreements with the underlying futures market in order to determine
whether such products were consistent with the Act.
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The Commission recently issued orders granting approval for
proposals to list bitcoin- and ether-based commodity trust shares and
bitcoin-based, ether-based, and a combination of bitcoin- and ether-
based trust issued receipts (these proposed funds are nearly identical
to the Trust, but proposed to hold bitcoin and/or ether, respectively,
instead of TRX) (``Spot Bitcoin ETPs'' and ``Spot ETH ETPs''). In both
the Spot Bitcoin ETP Approval Order and Spot ETH ETP Approval Order,
the Commission found that sufficient ``other means'' of preventing
fraud and manipulation had been demonstrated that justified dispensing
with a surveillance-sharing agreement of significant size.
Specifically, the Commission found that while the Chicago Mercantile
Exchange (``CME'') futures market for both bitcoin and ether were not
of ``significant size'' related to the spot market, the Exchange
demonstrated that other means could be reasonably expected to assist in
surveilling for fraudulent and manipulative acts and practices in the
specific context of the proposals.
As further discussed below, both the Exchange and the Sponsor
believe that this proposal and the included analysis are sufficient to
establish that the proposal is consistent with the Act itself and,
additionally, that there are sufficient ``other means'' of preventing
fraud and manipulation that warrant dispensing of the surveillance-
sharing agreement with a regulated market of significant size, as was
done with both Spot Bitcoin ETPs and Spot ETH ETPs, and that this
proposal should be approved.
Background
TRX is the native cryptographic token of the Tron Network, a
permissionless and decentralized blockchain platform launched in 2017.
The Tron Network is designed to facilitate high-speed, low-cost
transactions and support the creation of decentralized applications,
with a particular emphasis on content sharing and entertainment
services. TRX serves multiple functions within the Tron Network,
including securing the network through staking, enabling governance
participation, and facilitating the payment of transaction fees.
The Tron Network utilizes a delegated proof-of-stake consensus
mechanism in which TRX token holders vote to elect 27 ``super
representatives'' who are responsible for validating transactions and
producing blocks. These super representatives are elected every six
hours, and TRX holders can vote by staking their tokens, thereby
participating in the Tron Network's governance. This mechanism enhances
scalability and efficiency, aligning validator incentives with network
security.
Unlike proof-of-work systems used by networks like Bitcoin, the
delegated proof-of-stake consensus mechanism employed by the Tron
Network is designed to be energy-efficient while enabling high
transaction throughput. The Tron Network can process up to 2,000
transactions per second, making it suitable for applications requiring
high throughput, such as gaming and multimedia platforms.
The Tron Network employs a dual-resource model (i.e., bandwidth and
energy) to manage transaction costs and computational resource
consumption. Bandwidth is used to cover the cost of simple
transactions, while energy is consumed when executing more complex
operations such as smart contract executions. Users can obtain these
resources by freezing TRX, which temporarily locks the tokens in
exchange for resource credits and staking rights.
Unlike digital assets such as bitcoin, which are created through a
progressive mining process, 100 billion TRX were pre-mined and created
prior to the launch of the Tron. TRX does not have a fixed supply cap
and is subject to an inflationary model that may be adjusted over time
by community governance. The issuance of TRX as staking rewards follows
the delegated proof-of-stake consensus mechanism, with a current block
reward fixed at sixteen TRX per block, though this rate is subject to
change through protocol updates or governance decisions.
As noted above, this proposal is to list and trade shares of the
Trust that would hold spot TRX and, as described below, cause the Trust
to stake a portion of its TRX.
Section 6(b)(5) and the Applicable Standards
The Commission has approved numerous series of Trust Issued
Receipts,\11\ including Commodity-Based
[[Page 22780]]
Trust Shares,\12\ to be listed on U.S. national securities exchanges.
In order for any proposed rule change from an exchange to be approved,
the Commission must determine that, among other things, the proposal is
consistent with the requirements of Section 6(b)(5) of the Act,
specifically including: (i) the requirement that a national securities
exchange's rules are designed to prevent fraudulent and manipulative
acts and practices; \13\ and (ii) the requirement that an exchange
proposal be designed, in general, to protect investors and the public
interest. The Exchange believes that this proposal is consistent with
the requirements of Section 6(b)(5) of the Act and that this filing
sufficiently demonstrates that potential policy concerns under the Act
are sufficiently mitigated to the point that they are outweighed by
quantifiable investor protection issues that would be resolved by
approving this proposal.
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\11\ See Exchange Rule 14.11(f).
\12\ Commodity-Based Trust Shares, as described in Exchange Rule
14.11(e)(4), are a type of Trust Issued Receipt.
\13\ Much like bitcoin and ETH, the Exchange believes that TRX
is resistant to price manipulation and that ``other means to prevent
fraudulent and manipulative acts and practices'' exist to justify
dispensing with the requisite surveillance sharing agreement. The
geographically diverse and continuous nature of TRX trading render
it difficult and prohibitively costly to manipulate the price of
TRX. The fragmentation across platforms and the capital necessary to
maintain a significant presence on each trading platform make
manipulation of TRX prices through continuous trading activity
challenging. To the extent that there are trading platforms engaged
in or allowing wash trading or other activity intended to manipulate
the price of TRX on other markets, such pricing does not normally
impact prices on other trading platforms because participants will
generally ignore markets with quotes that they deem non-executable.
Moreover, the linkage between TRX markets and the presence of
arbitrageurs in those markets means that the manipulation of the
price of TRX on any single venue would require manipulation of the
global TRX price in order to be effective. Arbitrageurs must have
funds distributed across multiple trading platforms in order to take
advantage of temporary price dislocations, thereby making it
unlikely that there will be strong concentration of funds on any
particular trading platforms or OTC platform. Further, the speed and
relatively inexpensive nature of transactions on the Tron Network
allow arbitrageurs to quickly move capital between trading platforms
where price dislocations may occur. As a result, the potential for
manipulation on a trading platform would require overcoming the
liquidity supply of such arbitrageurs who are effectively
eliminating any cross-market pricing differences.
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More recently, the Commission has applied the Winklevoss Test while
also recognizing that the ``regulated market of significant size''
standard is not the only means for satisfying Section 6(b)(5) of the
Act. In the specifically providing that a listing exchange could
demonstrate that ``other means to prevent fraudulent and manipulative
acts and practices'' are sufficient to justify dispensing with the
requisite surveillance-sharing agreement.\14\ While there are currently
several futures markets for TRX, in the Spot Bitcoin ETF Approval Order
and Spot ETH ETF Approval Order the Commission determined that the CME
bitcoin futures market and CME ETH futures market, respectively, were
not of ``significant size'' related to the spot market. Instead, the
Commission found that sufficient ``other means'' of preventing fraud
and manipulation had been demonstrated that justified dispensing with a
surveillance-sharing agreement of significant size. The Exchange and
Sponsor believe that this proposal provides for other means of
preventing fraud and manipulation justify dispensing with a
surveillance-sharing agreement of significant size.
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\14\ See Winklevoss Order at 37580. The Commission has also
specifically noted that it ``is not applying a `cannot be
manipulated' standard; instead, the Commission is examining whether
the proposal meets the requirements of the Exchange Act and,
pursuant to its Rules of Practice, places the burden on the listing
exchange to demonstrate the validity of its contentions and to
establish that the requirements of the Exchange Act have been met.''
Id. at 37582.
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Over the past several years, U.S. investor exposure to TRX has
grown into billions of dollars with a fully diluted market cap of
greater than $24 billion. The Exchange believes that approving this
proposal (and comparable proposals) provides the Commission with the
opportunity to allow U.S. investors with access to TRX in a regulated
and transparent exchange-traded vehicle that would act to limit risk to
U.S. investors.
The policy concerns that the Exchange Act is designed to address
are also otherwise mitigated by the fact that the size of the market
for the underlying reference asset ($24+ billion fully diluted value)
and the nature of the TRX ecosystem reduces its susceptibility to
manipulation. The geographically diverse and continuous nature of TRX
trading makes it difficult and prohibitively costly to manipulate the
price of TRX and, in many instances, the TRX market can be less
susceptible to manipulation than the equity, fixed income, and
commodity futures markets. There are a number of reasons this is the
case, including that there is not inside information about revenue,
earnings, corporate activities, or sources of supply; manipulation of
the price on any single venue would require manipulation of the global
TRX price in order to be effective; a substantial over-the-counter
market provides liquidity and shock-absorbing capacity; TRX's 24/7/365
nature provides constant arbitrage opportunities across all trading
venues; and it is unlikely that any one actor could obtain a dominant
market share.
Further, TRX is arguably less susceptible to manipulation than
other commodities that underlie ETPs; there may be inside information
relating to the supply of the physical commodity such as the discovery
of new sources of supply or significant disruptions at mining
facilities that supply the commodity that simply are inapplicable as it
relates to certain cryptoassets, including TRX. Further, the Exchange
believes that the fragmentation across TRX trading platforms and
increased adoption of TRX, as displayed through increased user
engagement and trading volumes, and the Tron Network make manipulation
of TRX prices through continuous trading activity more difficult.
Moreover, the linkage between the TRX markets and the presence of
arbitrageurs in those markets means that the manipulation of the price
of TRX price on any single venue would require manipulation of the
global TRX price in order to be effective. Arbitrageurs must have funds
distributed across multiple TRX trading platforms in order to take
advantage of temporary price dislocations, thereby making it unlikely
that there will be strong concentration of funds on any particular TRX
trading platform. As a result, the potential for manipulation on a
particular TRX trading platform would require overcoming the liquidity
supply of such arbitrageurs who are effectively eliminating any cross-
market pricing differences. For all of these reasons, TRX is not
particularly susceptible to manipulation, especially as compared to
other approved ETP reference assets.
Canary TRX ETF
CSC Delaware Trust Company is the trustee (``Trustee''). A third
party will be the administrator (``Administrator'') and transfer agent
(``Transfer Agent'') and will be responsible for the custody of the
Trust's cash and cash equivalents \15\ (the ``Cash Custodian''). A
third-party custodian (the ``Custodian'') will be responsible for
custody of the Trust's TRX.
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\15\ Cash equivalents are short-term instruments with maturities
of less than 3 months.
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According to the Registration Statement, each Share will represent
a fractional undivided beneficial interest in and ownership of the
Trust. The Trust's assets will only consist of TRX, cash, or cash and
cash equivalents.
According to the Registration Statement, the Trust will be neither
an investment company registered under the Investment Company Act of
1940, as
[[Page 22781]]
amended,\16\ nor a commodity pool for purposes of the CEA, and neither
the Trust nor the Sponsor is subject to regulation as a commodity pool
operator or a commodity trading adviser in connection with the Shares.
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\16\ 15 U.S.C. 80a-1.
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The Sponsor may stake, or cause to be staked, all or a portion of
the Trust's TRX through one or more trusted staking providers
(``Staking Providers''). In consideration for any staking activity in
which the Trust may engage, the Trust would receive all or a portion of
the staking rewards generated through staking activities, which may be
treated as income to the Trust. The Trust will not acquire and will
disclaim any incidental right (``IR''), or IR asset received, for
example as a result of forks or airdrops, and such assets will not be
taken into account for purposes of determining NAV.
When the Trust sells or redeems its Shares, it will do so in cash
transactions in blocks of 10,000 Shares (a ``Creation Basket'') at the
Trust's net asset value (``NAV''). For creations, authorized
participants will deliver cash to the Trust's account with the Cash
Custodian in exchange for Shares. Upon receipt of an approved creation
order, the Sponsor, on behalf of the Trust, will submit an order to buy
the amount of TRX represented by a Creation Basket. Based off TRX
executions, the Cash Custodian will request the required cash from the
authorized participant; the Transfer Agent will only issue Shares when
the authorized participant has made delivery of the cash. Following
receipt by the Cash Custodian of the cash from an authorized
participant, the Sponsor, on behalf of the Trust, will approve an order
with one or more previously onboarded trading partners to purchase the
amount of TRX represented by the Creation Basket. This purchase of TRX
will normally be cleared through an affiliate of the Custodian
(although the purchase may also occur directly with the trading
partner) and the TRX will settle directly into the Trust's account at
the Custodian.\17\ Authorized participants may then offer Shares to the
public at prices that depend on various factors, including the supply
and demand for Shares, the value of the Trust's assets, and market
conditions at the time of a transaction. Shareholders who buy or sell
Shares during the day from their broker may do so at a premium or
discount relative to the NAV of the Shares of the Trust.
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\17\ For redemptions, the process will occur in the reverse
order. Upon receipt of an approved redemption order, the Sponsor, on
behalf of the Trust, will submit an order to sell the amount of TRX
represented by a Creation Basket and the cash proceeds will be
remitted to the authorized participant when the 10,000 Shares are
received by the Transfer Agent.
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Investment Objective
According to the Registration Statement and as further described
below, the Trust's investment objective is to seek to track the
performance of TRX, as measured by the CoinDesk TRX USD CCIX 60 min NY
Rate (``Pricing Benchmark''), adjusted for the Trust's expenses and
other liabilities. In seeking to achieve its investment objective, the
Trust will hold TRX and will value its Shares daily as of 4:00 p.m. ET
using the same methodology used to calculate the Pricing Benchmark. All
of the Trust's TRX will be held by the Custodian.
The Pricing Benchmark
As described in the Registration Statement, The Trust will use the
Pricing Benchmark to calculate the Trust's NAV. The Trust will
determine the TRX Pricing Benchmark price and value its Shares daily
based on the value of TRX as reflected by the Pricing Benchmark. The
Pricing Benchmark will be calculated daily and aggregates the notional
value of TRX trading across major TRX spot trading platforms, as
determined by the provider.
Net Asset Value
NAV means the total assets of the Trust (which includes all TRX and
cash and cash equivalents) less total liabilities of the Trust. The
Administrator determines the 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 based on the closing value of the Pricing Benchmark. The
NAV of the Trust is the aggregate value of the Trust's assets less its
estimated accrued but unpaid liabilities (which include accrued
expenses). In determining the NAV, the Administrator values the TRX
held by the Trust based on the closing value of the Pricing Benchmark
as of 4:00 p.m. ET. The Administrator also determines the NAV per
Share. The NAV for the Trust will be calculated by the Administrator
once a day and will be disseminated daily to all market participants at
the same time.
Availability of Information
In addition to the price transparency of the Pricing Benchmark, the
Trust will provide information regarding the Trust's TRX holdings as
well as additional data regarding the Trust. The website for the Trust,
which will be publicly accessible at no charge, will contain the
following information: (a) the current NAV per Share daily and the
prior business day's NAV per Share and the reported BZX Official
Closing Price; \18\ (b) the BZX Official Closing Price in relation to
the NAV per Share as of the time the NAV is calculated and a
calculation of the premium or discount of such price against such NAV
per Share; (c) data in chart form displaying the frequency distribution
of discounts and premiums of the BZX Official Closing Price against the
NAV per Share, within appropriate ranges for each of the four previous
calendar quarters (or for the life of the Trust, if shorter); (d) the
prospectus; and (e) other applicable quantitative information. The
aforementioned information will be published as of the close of
business and available on the Sponsor's website at <a href="https://canary.capital">https://canary.capital</a>, or any successor thereto. The NAV for the Trust will be
calculated by the Administrator once a day and will be disseminated
daily to all market participants at the same time. Quotation and last-
sale information regarding the Shares will be disseminated through the
facilities of the Consolidated Tape Association (``CTA''). The Trust
will also disseminate its holdings on a daily basis on its website.
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\18\ As defined in Rule 11.23(a)(3), the term ``BZX Official
Closing Price'' shall mean the price disseminated to the
consolidated tape as the market center closing trade.
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The Intraday Indicative Value (``IIV'') will be updated during
Regular Trading Hours to reflect changes in the value of the Trust's
TRX holdings during the trading day. The IIV disseminated during
Regular Trading Hours should not be viewed as an actual real-time
update of the NAV, which will be calculated only once at the end of
each trading day. The IIV may differ from the NAV because NAV is
calculated, using the closing value of the Pricing Benchmark, once a
day at 4 p.m. ET, whereas the IIV draws prices from the last trade on
each constituent platform in an effort to produce a relevant, real-time
price). The Trust will provide an IIV per Share updated every 15
seconds, as calculated by the Exchange or a third-party financial data
provider during the Exchange's Regular Trading Hours (9:30 a.m. to 4:00
p.m. E.T.). The IIV will be widely disseminated on a per Share basis
every 15 seconds during the Exchange's Regular Trading Hours through
the facilities of the CTA and Consolidated Quotation System (CQS) high
speed lines. In addition, the IIV will be available through on-line
information services, such as Bloomberg and Reuters.
[[Page 22782]]
The price of TRX will be made available by one or more major market
data vendors, updated at least every 15 seconds during Regular Trading
Hours.
As noted above, the Pricing Benchmark is calculated every 15
seconds and information about the Pricing Benchmark and Pricing
Benchmark value, including index data and key elements of how the
Pricing Benchmark is calculated, will be publicly available at a
website maintained by the provider of the Pricing Benchmark.
Quotation and last sale information for TRX is widely disseminated
through a variety of major market data vendors, including Bloomberg and
Reuters. Information relating to trading, including price and volume
information, in TRX is available from major market data vendors and
from the trading platforms on which TRX are traded. Depth of book
information is also available from TRX trading platforms. The normal
trading hours for TRX trading platforms are 24 hours per day, 365 days
per year.
Information regarding market price and trading volume of the Shares
will be continually available on a real-time basis throughout the day
on brokers' computer screens and other electronic services. Information
regarding the previous day's BZX Official Closing Price and trading
volume information for the Shares will be published daily in the
financial section of newspapers. Quotation and last-sale information
regarding the Shares will be disseminated through the facilities of the
CTA.
The Custodian
The Custodian's services (i) allow TRX to be deposited from a
public blockchain address to the Trust's TRX account; (ii) allow TRX to
be withdrawn from the TRX account to a public blockchain address as
instructed by the Trust; and (iii) allow TRX to be staked. The custody
agreement requires the Custodian to hold the Trust's TRX in cold
storage, unless required to facilitate withdrawals as a temporary
measure. The Custodian will use segregated cold storage TRX addresses
for the Trust which are separate from the TRX addresses that the
Custodian uses for its other customers and which are directly
verifiable via the TRX blockchain. The Custodian will safeguard the
private keys to the TRX associated with the Trust's TRX account. The
Custodian will at all times record and identify in its books and
records that such TRX constitutes the property of the Trust. The
Custodian will not withdraw the Trust's TRX from the Trust's account
with the Custodian, or loan, hypothecate, pledge or otherwise encumber
the Trust's TRX, without the Trust's instruction. If the custody
agreement terminates, the Sponsor may appoint another custodian, and
the Trust may enter into a custodian agreement with such custodian.
Creation and Redemption of Shares
When the Trust sells or redeems its Shares, it will do so in cash
transactions in 10,000 Share increments (a Creation Basket) that are
based on the amount of TRX held by the Trust on a per Creation Basket
basis. According to the Registration Statement, on any business day, an
authorized participant may place an order to create one or more
Creation Baskets. Purchase orders must be placed by 4:00 p.m. ET, or
the close of regular trading on the Exchange, whichever is earlier. The
day on which an order is received is considered the purchase order
date. The total deposit of cash required is based on the combined NAV
of the number of Shares included in the Creation Baskets being created
determined as of 4:00 p.m. ET on the date the order to purchase is
properly received. The Administrator determines the quantity of TRX
associated with a Creation Basket for a given day by dividing the
number of TRX held by the Trust as of the opening of business on that
business day, adjusted for the amount of TRX constituting estimated
accrued but unpaid fees and expenses of the Trust as of the opening of
business on that business day, by the quotient of the number of Shares
outstanding at the opening of business divided by the number of Shares
in a Creation Basket.
The authorized participants will deliver only cash to create Shares
and will receive only cash when redeeming Shares. Further, authorized
participants will not directly or indirectly purchase, hold, deliver,
or receive TRX as part of the creation or redemption process or
otherwise direct the Trust or a third party with respect to purchasing,
holding, delivering, or receiving TRX as part of the creation or
redemption process.
The Trust will create Shares by receiving TRX from a third party
that is not the authorized participant and the Trust--not the
authorized participant--is responsible for selecting the third party to
facilitate the delivery of TRX. Further, the third party will not be
acting as an agent of the authorized participant with respect to the
delivery of the TRX to the Trust or acting at the direction of the
authorized participant with respect to the delivery of the TRX to the
Trust. When fulfilling a redemption request, the Trust will redeem
shares by delivering TRX to a third party that is not the authorized
participant and the Trust--not the authorized participant--is
responsible for selecting such third party to receive the TRX. Further,
the third party will not be acting as an agent of the authorized
participant with respect to the receipt of the TRX from the Trust or
acting at the direction of the authorized participant with respect to
the receipt of the TRX from the Trust.
The procedures by which an authorized participant can redeem one or
more Creation Baskets mirror the procedures for the creation of
Creation Baskets.
The Sponsor will maintain ownership and control of TRX in a manner
consistent with good delivery requirements for spot commodity
transactions.
Rule 14.11(e)(4)--Commodity-Based Trust Shares
The Shares will be subject to BZX Rule 14.11(e)(4), which sets
forth the initial and continued listing criteria applicable to
Commodity-Based Trust Shares. The Exchange represents that, for initial
and continued listing, the Trust must be in compliance with Rule 10A-3
under the Act. A minimum of 100,000 Shares will be outstanding at the
commencement of listing on the Exchange. The Exchange will obtain a
representation that the NAV will be calculated daily and that the NAV
and information about the assets of the Trust will be made available to
all market participants at the same time. The Exchange notes that, as
defined in Rule 14.11(e)(4)(C)(i), the Shares will be: (a) issued by a
trust that holds (1) a specified commodity \19\ deposited with the
trust, or (2) a specified commodity and, in addition to such specified
commodity, cash; (b) issued by such trust in a specified aggregate
minimum number in return for a deposit of a quantity of the underlying
commodity and/or cash; and (c) when aggregated in the same specified
minimum number, may be redeemed at a holder's request by such trust
which will deliver to the redeeming holder the quantity of the
underlying commodity and/or cash.
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\19\ For purposes of Rule 14.11(e)(4), the term commodity takes
on the definition of the term as provided in the Commodity Exchange
Act.
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Upon termination of the Trust, the Shares will be removed from
listing. The Trustee, CSC Delaware Trust Company, is a trust company
having substantial capital and surplus and the experience and
facilities for handling corporate trust business, as required under
Rule 14.11(e)(4)(E)(iv)(a) and that
[[Page 22783]]
no change will be made to the trustee without prior notice to and
approval of the Exchange. The Exchange also notes that, pursuant to
Rule 14.11(e)(4)(F), neither the Exchange nor any agent of the Exchange
shall have any liability for damages, claims, losses or expenses caused
by any errors, omissions or delays in calculating or disseminating any
underlying commodity value, the current value of the underlying
commodity required to be deposited to the Trust in connection with
issuance of Commodity-Based Trust Shares; resulting from any negligent
act or omission by the Exchange, or any agent of the Exchange, or any
act, condition or cause beyond the reasonable control of the Exchange,
its agent, including, but not limited to, an act of God; fire; flood;
extraordinary weather conditions; war; insurrection; riot; strike;
accident; action of government; communications or power failure;
equipment or software malfunction; or any error, omission or delay in
the reports of transactions in an underlying commodity. Finally, as
required in Rule 14.11(e)(4)(G), the Exchange notes that any registered
market maker (``Market Maker'') in the Shares must file with the
Exchange in a manner prescribed by the Exchange and keep current a list
identifying all accounts for trading in an underlying commodity,
related commodity futures or options on commodity futures, or any other
related commodity derivatives, which the registered Market Maker may
have or over which it may exercise investment discretion. No registered
Market Maker shall trade in an underlying commodity, related commodity
futures or options on commodity futures, or any other related commodity
derivatives, in an account in which a registered Market Maker, directly
or indirectly, controls trading activities, or has a direct interest in
the profits or losses thereof, which has not been reported to the
Exchange as required by this Rule. In addition to the existing
obligations under Exchange rules regarding the production of books and
records (see, e.g., Rule 4.2), the registered Market Maker in
Commodity-Based Trust Shares shall make available to the Exchange such
books, records or other information pertaining to transactions by such
entity or registered or non-registered employee affiliated with such
entity for its or their own accounts for trading the underlying
physical commodity, related commodity futures or options on commodity
futures, or any other related commodity derivatives, as may be
requested by the Exchange.
The Exchange is able to obtain information regarding trading in the
Shares and the underlying TRX or any other TRX derivative through
members acting as registered Market Makers, in connection with their
proprietary or customer trades.
As a general matter, the Exchange has regulatory jurisdiction over
its Members and their associated persons, which include any person or
entity controlling a Member. To the extent the Exchange may be found to
lack jurisdiction over a subsidiary or affiliate of a Member that does
business only in commodities or futures contracts, the Exchange could
obtain information regarding the activities of such subsidiary or
affiliate through surveillance sharing agreements with regulatory
organizations of which such subsidiary or affiliate is a member.
Trading Halts
With respect to trading halts, the Exchange may consider all
relevant factors in exercising its discretion to halt or suspend
trading in the Shares. The Exchange will halt trading in the Shares
under the conditions specified in BZX Rule 11.18. Trading may be halted
because of market conditions or for reasons that, in the view of the
Exchange, make trading in the Shares inadvisable. These may include:
(1) the extent to which trading is not occurring in the TRX underlying
the Shares; or (2) whether other unusual conditions or circumstances
detrimental to the maintenance of a fair and orderly market are
present. Trading in the Shares also will be subject to Rule
14.11(e)(4)(E)(ii), which sets forth circumstances under which trading
in the Shares may be halted.
If the IIV or the value of the Pricing Benchmark is not being
disseminated as required, the Exchange may halt trading during the day
in which the interruption to the dissemination of the IIV or the value
of the Pricing Benchmark occurs. If the interruption to the
dissemination of the IIV or the value of the Pricing Benchmark persists
past the trading day in which it occurred, the Exchange will halt
trading no later than the beginning of the trading day following the
interruption.
In addition, if the Exchange becomes aware that the NAV with
respect to the Shares is not disseminated to all market participants at
the same time, it will halt trading in the Shares until such time as
the NAV is available to all market participants.
Trading Rules
The Exchange deems the Shares to be equity securities, thus
rendering trading in the Shares subject to the Exchange's existing
rules governing the trading of equity securities. BZX will allow
trading in the Shares during all trading sessions on the Exchange. The
Exchange has appropriate rules to facilitate transactions in the Shares
during all trading sessions. As provided in BZX Rule 11.11(a) the
minimum price variation for quoting and entry of orders in securities
traded on the Exchange is $0.01 where the price is greater than $1.00
per share or $0.0001 where the price is less than $1.00 per share. The
Shares of the Trust will conform to the initial and continued listing
criteria set forth in BZX Rule 14.11(e)(4).
Surveillance
The Exchange represents that its surveillance procedures are
adequate to properly monitor the trading of the Shares on the Exchange
during all trading sessions and to deter and detect violations of
Exchange rules and the applicable federal securities laws. Trading of
the Shares through the Exchange will be subject to the Exchange's
surveillance procedures for derivative products, including Commodity-
Based Trust Shares. FINRA conducts certain cross-market surveillances
on behalf of the Exchange pursuant to a regulatory services agreement.
The Exchange is responsible for FINRA's performance under this
regulatory services agreement.
The Exchange or FINRA, on behalf of the Exchange, or both, will
communicate as needed regarding trading in the Shares or any other TRX
derivative with other markets and other entities that are members of
the ISG, and the Exchange, or FINRA, on behalf of the Exchange, or
both, may obtain trading information regarding trading in the Shares or
any other TRX derivative from such markets and other entities.\20\ The
Exchange may obtain information regarding trading in the Shares or any
other TRX derivative via ISG, from other exchanges who are members or
affiliates of the ISG, or with which the Exchange has entered into a
comprehensive surveillance sharing agreement.
---------------------------------------------------------------------------
\20\ For a list of the current members and affiliate members of
ISG, see <a href="http://www.isgportal.com">www.isgportal.com</a>.
---------------------------------------------------------------------------
In addition, the Exchange also has a general policy prohibiting the
distribution of material, non-public information by its employees.
The Sponsor has represented to the Exchange that it will advise the
Exchange of any failure by the Trust or the Shares to comply with the
continued listing requirements, and, pursuant to its obligations under
Section 19(g)(1) of the Exchange Act, the Exchange will surveil for
compliance
[[Page 22784]]
with the continued listing requirements. If the Trust or the Shares are
not in compliance with the applicable listing requirements, the
Exchange will commence delisting procedures under Exchange Rule 14.12.
Information Circular
Prior to the commencement of trading, the Exchange will inform its
members in an Information Circular of the special characteristics and
risks associated with trading the Shares. Specifically, the Information
Circular will discuss the following: (i) the procedures for the
creation and redemption of Creation Baskets (and that the Shares are
not individually redeemable); (ii) BZX Rule 3.7, which imposes
suitability obligations on Exchange members with respect to
recommending transactions in the Shares to customers; (iii) how
information regarding the IIV and the Trust's NAV are disseminated;
(iv) the risks involved in trading the Shares outside of Regular
Trading Hours \21\ when an updated IIV will not be calculated or
publicly disseminated; (v) the requirement that members deliver a
prospectus to investors purchasing newly issued Shares prior to or
concurrently with the confirmation of a transaction; and (vi) trading
information. The Information Circular will also reference the fact that
there is no regulated source of last sale information regarding TRX,
and that the Commission has no jurisdiction over the trading of TRX as
a commodity.
---------------------------------------------------------------------------
\21\ Regular Trading Hours is the time between 9:30 a.m. and
4:00 p.m. Eastern Time.
---------------------------------------------------------------------------
In addition, the Information Circular will advise members, prior to
the commencement of trading, of the prospectus delivery requirements
applicable to the Shares. Members purchasing the Shares for resale to
investors will deliver a prospectus to such investors. The Information
Circular will also discuss any exemptive, no-action and interpretive
relief granted by the Commission from any rules under the Act.
2. Statutory Basis
The Exchange believes that the proposal is consistent with Section
6(b) of the Act \22\ in general and Section 6(b)(5) of the Act \23\ in
particular in that it is 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 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.
---------------------------------------------------------------------------
\22\ 15 U.S.C. 78f.
\23\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
The Commission has approved numerous series of Trust Issued
Receipts,\24\ including Commodity-Based Trust Shares,\25\ to be listed
on U.S. national securities exchanges. In order for any proposed rule
change from an exchange to be approved, the Commission must determine
that, among other things, the proposal is consistent with the
requirements of Section 6(b)(5) of the Act, specifically including: (i)
the requirement that a national securities exchange's rules are
designed to prevent fraudulent and manipulative acts and practices;
\26\ and (ii) the requirement that an exchange proposal be designed, in
general, to protect investors and the public interest. The Exchange
believes that this proposal is consistent with the requirements of
Section 6(b)(5) of the Act and that this filing sufficiently
demonstrates that potential policy concerns under the Act are
sufficiently mitigated to the point that they are outweighed by
quantifiable investor protection issues that would be resolved by
approving this proposal.
---------------------------------------------------------------------------
\24\ See Exchange Rule 14.11(f).
\25\ Commodity-Based Trust Shares, as described in Exchange Rule
14.11(e)(4), are a type of Trust Issued Receipt.
\26\ Much like bitcoin and ETH, the Exchange believes that TRX
is resistant to price manipulation and that ``other means to prevent
fraudulent and manipulative acts and practices'' exist to justify
dispensing with the requisite surveillance sharing agreement. The
geographically diverse and continuous nature of TRX trading render
it difficult and prohibitively costly to manipulate the price of
TRX. The fragmentation across platforms and the capital necessary to
maintain a significant presence on each trading platform make
manipulation of TRX prices through continuous trading activity
challenging. To the extent that there are trading platforms engaged
in or allowing wash trading or other activity intended to manipulate
the price of TRX on other markets, such pricing does not normally
impact prices on other trading platforms because participants will
generally ignore markets with quotes that they deem non-executable.
Moreover, the linkage between TRX markets and the presence of
arbitrageurs in those markets means that the manipulation of the
price of TRX on any single venue would require manipulation of the
global TRX price in order to be effective. Arbitrageurs must have
funds distributed across multiple trading platforms in order to take
advantage of temporary price dislocations, thereby making it
unlikely that there will be strong concentration of funds on any
particular trading platforms or OTC platform. Further, the speed and
relatively inexpensive nature of transactions on the Tron Network
allow arbitrageurs to quickly move capital between trading platforms
where price dislocations may occur. As a result, the potential for
manipulation on a trading platform would require overcoming the
liquidity supply of such arbitrageurs who are effectively
eliminating any cross-market pricing differences.
---------------------------------------------------------------------------
More recently, the Commission has applied the Winklevoss Test while
also recognizing that the ``regulated market of significant size''
standard is not the only means for satisfying Section 6(b)(5) of the
Act. In the specifically providing that a listing exchange could
demonstrate that ``other means to prevent fraudulent and manipulative
acts and practices'' are sufficient to justify dispensing with the
requisite surveillance-sharing agreement.\27\ While there are currently
several futures markets for TRX, in the Spot Bitcoin ETF Approval Order
and Spot ETH ETF Approval Order the Commission determined that the CME
bitcoin futures market and CME ETH futures market, respectively, were
not of ``significant size'' related to the spot market. Instead, the
Commission found that sufficient ``other means'' of preventing fraud
and manipulation had been demonstrated that justified dispensing with a
surveillance-sharing agreement of significant size. The Exchange and
Sponsor believe that this proposal provides for other means of
preventing fraud and manipulation justify dispensing with a
surveillance-sharing agreement of significant size.
---------------------------------------------------------------------------
\27\ See Winklevoss Order at 37580. The Commission has also
specifically noted that it ``is not applying a `cannot be
manipulated' standard; instead, the Commission is examining whether
the proposal meets the requirements of the Exchange Act and,
pursuant to its Rules of Practice, places the burden on the listing
exchange to demonstrate the validity of its contentions and to
establish that the requirements of the Exchange Act have been met.''
Id. at 37582.
---------------------------------------------------------------------------
The Exchange believes that the proposal is designed to protect
investors and the public interest. Over the past several years, U.S.
investor exposure to TRX has grown into billions of dollars with a
fully diluted market cap of greater than $24 billion. The Exchange
believes that approving this proposal (and comparable proposals)
provides the Commission with the opportunity to allow U.S. investors
with access to TRX in a regulated and transparent exchange-traded
vehicle that would act to limit risk to U.S. investors.
The Exchange believes that the policy concerns are mitigated by the
fact that the size of the market for the underlying reference asset
($24+ billion fully diluted value) and the nature of the TRX ecosystem
reduces its susceptibility to manipulation. The geographically diverse
and continuous nature of TRX trading makes it difficult and
prohibitively costly to manipulate the price of TRX and, in many
instances, the TRX market can be less susceptible to manipulation than
the equity, fixed income, and commodity futures markets. There are a
number of reasons
[[Page 22785]]
this is the case, including that there is not inside information about
revenue, earnings, corporate activities, or sources of supply;
manipulation of the price on any single venue would require
manipulation of the global TRX price in order to be effective; a
substantial over-the-counter market provides liquidity and shock-
absorbing capacity; TRX's 24/7/365 nature provides constant arbitrage
opportunities across all trading venues; and it is unlikely that any
one actor could obtain a dominant market share.
Further, TRX is arguably less susceptible to manipulation than
other commodities that underlie ETPs; there may be inside information
relating to the supply of the physical commodity such as the discovery
of new sources of supply or significant disruptions at mining
facilities that supply the commodity that simply are inapplicable as it
relates to certain cryptoassets, including TRX. Further, the Exchange
believes that the fragmentation across TRX trading platforms and
increased adoption of TRX, as displayed through increased user
engagement and trading volumes, and the Tron Network make manipulation
of TRX prices through continuous trading activity more difficult.
Moreover, the linkage between the TRX markets and the presence of
arbitrageurs in those markets means that the manipulation of the price
of TRX price on any single venue would require manipulation of the
global TRX price in order to be effective. Arbitrageurs must have funds
distributed across multiple TRX trading platforms in order to take
advantage of temporary price dislocations, thereby making it unlikely
that there will be strong concentration of funds on any particular TRX
trading platform. As a result, the potential for manipulation on a
particular TRX trading platform would require overcoming the liquidity
supply of such arbitrageurs who are effectively eliminating any cross-
market pricing differences. For all of these reasons, TRX is not
particularly susceptible to manipulation, especially as compared to
other approved ETP reference assets.
Commodity-Based Trust Shares
The Exchange believes that the proposed rule change is designed to
prevent fraudulent and manipulative acts and practices in that the
Shares will be listed on the Exchange pursuant to the initial and
continued listing criteria in Exchange Rule 14.11(e)(4). The Exchange
believes that its surveillance procedures are adequate to properly
monitor the trading of the Shares on the Exchange during all trading
sessions and to deter and detect violations of Exchange rules and the
applicable federal securities laws. Trading of the Shares through the
Exchange will be subject to the Exchange's surveillance procedures for
derivative products, including Commodity-Based Trust Shares. The issuer
has represented to the Exchange that it will advise the Exchange of any
failure by the Trust or the Shares to comply with the continued listing
requirements, and, pursuant to its obligations under Section 19(g)(1)
of the Exchange Act, the Exchange will surveil for compliance with the
continued listing requirements. If the Trust or the Shares are not in
compliance with the applicable listing requirements, the Exchange will
commence delisting procedures under Exchange Rule 14.12. The Exchange
may obtain information regarding trading in the Shares and listed TRX
derivatives via the ISG, from other exchanges who are members or
affiliates of the ISG, or with which the Exchange has entered into a
comprehensive surveillance sharing agreement.
Availability of Information
In addition to the price transparency of the Pricing Benchmark, the
Trust will provide information regarding the Trust's TRX holdings as
well as additional data regarding the Trust. The website for the Trust,
which will be publicly accessible at no charge, will contain the
following information: (a) the current NAV per Share daily and the
prior business day's NAV per Share and the reported BZX Official
Closing Price; \28\ (b) the BZX Official Closing Price in relation to
the NAV per Share as of the time the NAV is calculated and a
calculation of the premium or discount of such price against such NAV
per Share; (c) data in chart form displaying the frequency distribution
of discounts and premiums of the BZX Official Closing Price against the
NAV per Share, within appropriate ranges for each of the four previous
calendar quarters (or for the life of the Trust, if shorter); (d) the
prospectus; and (e) other applicable quantitative information. The
aforementioned information will be published as of the close of
business and available on the Sponsor's website at www.canary.capital,
or any successor thereto. The NAV for the Trust will be calculated by
the Administrator once a day and will be disseminated daily to all
market participants at the same time. Quotation and last-sale
information regarding the Shares will be disseminated through the
facilities of the CTA. The Trust will also disseminate its holdings on
a daily basis on its website.
---------------------------------------------------------------------------
\28\ As defined in Rule 11.23(a)(3), the term ``BZX Official
Closing Price'' shall mean the price disseminated to the
consolidated tape as the market center closing trade.
---------------------------------------------------------------------------
The Intraday Indicative Value (``IIV'') will be updated during
Regular Trading Hours to reflect changes in the value of the Trust's
TRX holdings during the trading day. The IIV may differ from the NAV
because NAV is calculated, using the closing value of the Pricing
Benchmark, once a day at 4:00 p.m. Eastern time whereas the IIV draws
prices from the last trade on each constituent platform to produce a
relevant, real-time price. The IIV disseminated during Regular Trading
Hours should not be viewed as an actual real-time update of the NAV,
which will be calculated only once at the end of each trading day. The
Trust will provide an IIV per Share updated every 15 seconds, as
calculated by the Exchange or a third-party financial data provider
during the Exchange's Regular Trading Hours (9:30 a.m. to 4:00 p.m.
E.T.). The IIV will be widely disseminated on a per Share basis every
15 seconds during the Exchange's Regular Trading Hours through the
facilities of the CTA and CQS high speed lines. In addition, the IIV
will be available through on-line information services such as
Bloomberg and Reuters.
The price of TRX will be made available by one or more major market
data vendors, updated at least every 15 seconds during Regular Trading
Hours.
As noted above, the Pricing Benchmark is calculated every 15
seconds and information about the Pricing Benchmark and Pricing
Benchmark value, including index data and key elements of how the
Pricing Benchmark is calculated, will be publicly available at a
website maintained by the provider of the Pricing Benchmark.
Quotation and last sale information for TRX is widely disseminated
through a variety of major market data vendors, including Bloomberg and
Reuters. Information relating to trading, including price and volume
information, in TRX is available from major market data vendors and
from the trading platforms on which TRX are traded. Depth of book
information is also available from TRX trading platforms. The normal
trading hours for TRX trading platforms are 24 hours per day, 365 days
per year.
Information regarding market price and trading volume of the Shares
will be continually available on a real-time basis throughout the day
on brokers' computer screens and other electronic services. Information
regarding the previous day's BZX Official Closing
[[Page 22786]]
Price and trading volume information for the Shares will be published
daily in the financial section of newspapers. Quotation and last-sale
information regarding the Shares will be disseminated through the
facilities of the CTA.
In sum, the Exchange believes that this proposal is consistent with
the requirements of Section 6(b)(5) of the Act, that on the whole the
manipulation concerns previously articulated by the Commission are
sufficiently mitigated to the point that they are outweighed by
investor protection issues that would be resolved by approving this
proposal.
For the above reasons, the Exchange believes that the proposed rule
change is consistent with the requirements of Section 6(b)(5) of the
Act.
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. The Exchange notes that the
proposed rule change, rather will facilitate the listing and trading of
an additional exchange-traded product that will enhance competition
among both market participants and listing venues, 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
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
Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period up to 90 days (i) as the
Commission may designate if it finds such longer period to be
appropriate and publishes its reasons for so finding or (ii) as to
which the Exchange 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:
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#156760797038767a7878707b6166556670763b727a63"><span class="__cf_email__" data-cfemail="f98b8c959cd49a9694949c978d8ab98a9c9ad79e968f">[email protected]</span></a>. Please include
file number SR-CboeBZX-2025-069 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-CboeBZX-2025-069. 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-CboeBZX-2025-069 and should
be submitted on or before June 20, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\29\
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\29\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-09632 Filed 5-28-25; 8:45 am]
BILLING CODE 8011-01-P
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</html>Indexed from Federal Register on May 29, 2025.
This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.