Notice2025-23335
Self-Regulatory Organizations; Nasdaq Stock Market LLC; Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change To List and Trade Shares of the iShares Bitcoin Premium Income ETF 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
December 19, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 242 (Friday, December 19, 2025)</title>
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[Federal Register Volume 90, Number 242 (Friday, December 19, 2025)]
[Notices]
[Pages 59600-59601]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-23335]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104414; File No. SR-NASDAQ-2025-085]
Self-Regulatory Organizations; Nasdaq Stock Market LLC; Order
Instituting Proceedings To Determine Whether To Approve or Disapprove a
Proposed Rule Change To List and Trade Shares of the iShares Bitcoin
Premium Income ETF Under Nasdaq Rule 5711(d) (Commodity Based Trust
Shares)
December 16, 2025.
I. Introduction
On September 30, 2025, The Nasdaq Stock Market LLC (``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
list and trade shares (``Shares'') of the iShares Bitcoin Premium
Income ETF (``Trust'') under Nasdaq Rule 5711(d) (Commodity-Based Trust
Shares). The proposed rule change was published for comment in the
Federal Register on October 2, 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. 104148 (Sept. 30,
2025), 90 FR 47846 (``Notice''). The Commission has received no
comments on the proposed rule change.
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On November 3, 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. 104173, 90 FR 57424
(Nov. 17, 2025). The Commission designated December 31, 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 list and trade the Shares of the Trust under Nasdaq Rule 5711(d),
which governs the listing and trading of Commodity-Based Trust Shares
on the Exchange.
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\7\ See Notice, supra note 3.
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According to the Exchange, the investment objective of the Trust is
to reflect generally the performance of the price of bitcoin while
providing income by writing (selling) call options primarily on iShares
Bitcoin Trust ETF (``IBIT'') or indices that track spot exchange-traded
products (``ETPs'').\8\ The Trust will be actively-managed and will
invest primarily in spot bitcoin and IBIT, will hold cash, and will
write options on IBIT or indices tracking spot bitcoin ETPs.\9\ Such
options may consist of U.S. exchange-listed options, flexible exchange
options, or over-the-counter (``OTC'') options.\10\ The Exchange states
that it is submitting this proposal because the Trust will be actively
managed and may hold OTC options that are not listed and traded on an
Intermarket Surveillance Group market; however, it will meet all of the
other requirements under the generic listing standards for Commodity-
Based Trust Shares set forth in Nasdaq Rule 5711(d).\11\
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\8\ See id. at 47847. The sponsor of the Trust is iShares
Delaware Trust Sponsor LLC, an indirect subsidiary of BlackRock,
Inc. (``Sponsor''). The Trust will operate pursuant to a trust
agreement between the Sponsor, a third party as the trustee of the
Trust, and Wilmington Trust, National Association, as Delaware
trustee. A third party will be responsible for the custody of the
Trust's bitcoin. See id.
\9\ See id. at 47847-48.
\10\ See id. at 47848. The Exchange states that the Trust is not
an investment company registered under the Investment Company Act of
1940, as amended, and, in accordance therewith, will not own or
acquire securities in excess of 40% of the value of the Trust's
total assets (excluding Government Securities (as defined in the
1940 Act) and cash items) on an unconsolidated basis. See id. at
47847.
\11\ See id. at 47847. See also Securities Exchange Act Release
No. 103995 (Sept. 17, 2025), 90 FR 45414 (Sept. 22, 2025) (SR-
NASDAQ-2025-056; SR-CboeBZX-2025-104; SR-NYSEARCA-2025-54) (Order
Granting Accelerated Approval of Proposed Rule Changes, as Modified
by Amendments Thereto, to Adopt Generic Listing Standards for
Commodity-Based Trust Shares).
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[[Page 59601]]
III. Proceedings To Determine Whether To Approve or Disapprove SR-
NASDAQ-2025-085 and Grounds for Disapproval Under Consideration
The Commission is instituting proceedings pursuant to Section
19(b)(2)(B) of the Act \12\ 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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\12\ 15 U.S.C. 78s(b)(2)(B).
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Pursuant to Section 19(b)(2)(B) of the Act,\13\ the Commission is
providing notice of the grounds for disapproval under consideration.
The Commission is instituting proceedings to allow for additional
analysis of the proposed rule change's consistency with Section 6(b)(5)
of the Act, which requires, among other things, that the rules of a
national securities exchange be ``designed to prevent fraudulent and
manipulative acts and practices'' and ``to protect investors and the
public interest.'' \14\
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\13\ Id.
\14\ 15 U.S.C. 78f(b)(5).
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The Commission asks that commenters address the sufficiency of the
Exchange's statements in support of the proposal, which are set forth
in the Notice, in addition to any other comments they may wish to
submit about the proposed rule change. In particular, the Commission
seeks comment on whether the proposal to list and trade Shares of the
Trust, which would be actively managed and would write OTC options on
IBIT or indices tracking spot bitcoin ETPs, is designed to prevent
fraudulent and manipulative acts and practices or raises any new or
novel concerns not previously contemplated by the Commission.
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.\15\
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\15\ 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 January 9, 2026. Any person who wishes to file a
rebuttal to any other person's submission must file that rebuttal by
January 23, 2026.
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#681a1d040d450b0705050d061c1b281b0d0b460f071e"><span class="__cf_email__" data-cfemail="691b1c050c440a0604040c071d1a291a0c0a470e061f">[email protected]</span></a>. Please include
file number SR-NASDAQ-2025-085 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-2025-085. 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 filing 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-2025-085 and should be submitted
on or before January 9, 2026. Rebuttal comments should be submitted by
January 23, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\16\
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\16\ 17 CFR 200.30-3(a)(57).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-23335 Filed 12-18-25; 8:45 am]
BILLING CODE 8011-01-P
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