Notice2025-10279
Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; 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 WisdomTree Bitcoin Fund To Permit In-Kind Creations and Redemptions Under 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
June 6, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 108 (Friday, June 6, 2025)</title>
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[Federal Register Volume 90, Number 108 (Friday, June 6, 2025)]
[Notices]
[Pages 24187-24188]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-10279]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-103165; File No. SR-CboeBZX-2025-033]
Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; 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 WisdomTree Bitcoin Fund To Permit In-Kind
Creations and Redemptions Under Rule 14.11(e)(4) (Commodity-Based Trust
Shares)
June 2, 2025.
I. Introduction
On February 20, 2025, Cboe BZX Exchange, Inc. (``BZX'' or
``Exchange'') 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 WisdomTree Bitcoin Fund (the
``Trust'') under BZX Rule 14.11(e)(4). The proposed rule change was
published for comment in the Federal Register on March 5, 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. 102499 (Feb. 27,
2025), 90 FR 11340 (``Notice'').
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On April 14, 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. 102857, 90 FR 16581
(Apr. 18, 2025). The Commission designated June 3, 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 BZX Rule 14.11(e)(4).\8\ Specifically, the Exchange
proposes to amend certain representations regarding the Trust's
creation and redemption processes in order to permit in-kind creations
and redemptions. According to the Exchange, except for these proposed
amendments, all other representations relied upon by the Commission in
approving the listing and trading of the Shares of the Trust will
remain unchanged and will continue to constitute continued listing
requirements.
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\7\ See Notice, supra note 3.
\8\ BZX Rule 14.11(e)(4) governs the listing and trading of
Commodity-Based Trust Shares. The Commission approved the Exchange's
proposal to list and trade the Shares of the Trust on January 10,
2024. See Securities Exchange Act Release No. 99306 (Jan. 10, 2024),
89 FR 3008 (Jan. 17, 2024).
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III. Proceedings To Determine Whether To Approve or Disapprove SR-
CboeBZX-2025-033 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 27, 2025. Any person who wishes to file a
rebuttal to any other person's submission must file that rebuttal by
July 11, 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#394b4c555c145a5654545c574d4a794a5c5a175e564f"><span class="__cf_email__" data-cfemail="6a181f060f47090507070f041e192a190f09440d051c">[email protected]</span></a>. Please include
file number SR-CboeBZX-2025-033 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-2025-033. 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
[[Page 24188]]
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-2025-033 and should be submitted on or before June 27, 2025.
Rebuttal comments should be submitted by July 11, 2025.
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\13\ 17 CFR 200.30-3(a)(57).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\13\
Stephanie Fouse,
Assistant Secretary.
[FR Doc. 2025-10279 Filed 6-5-25; 8:45 am]
BILLING CODE 8011-01-P
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