Notice2026-07820
Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing of a Proposed Rule Change To List and Trade Shares of the BondBloxx Private Credit Trust Under BZX Rule 14.11(f), Trust Issued Receipts
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
April 22, 2026
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 91 Issue 77 (Wednesday, April 22, 2026)</title>
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[Federal Register Volume 91, Number 77 (Wednesday, April 22, 2026)]
[Notices]
[Pages 21527-21532]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-07820]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-105274; File No. SR-CboeBZX-2026-027]
Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of
Filing of a Proposed Rule Change To List and Trade Shares of the
BondBloxx Private Credit Trust Under BZX Rule 14.11(f), Trust Issued
Receipts
April 20, 2026.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that, on April 6, 2026, Cboe BZX Exchange, Inc. (``Exchange'') filed
with the Securities and Exchange Commission (``Commission'') the
proposed rule change as 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 BondBloxx
Private Credit Trust (the ``Trust''), under BZX Rule 14.11(f), Trust
Issued Receipts. The shares of the Trust are referred to herein as the
``Shares.''
The text of the proposed rule change is also available on the
Commission's website (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>), the
Exchange's website (<a href="https://www.cboe.com/us/equities/regulation/rule_filings/bzx/">https://www.cboe.com/us/equities/regulation/rule_filings/bzx/</a>), and at the principal office of the Exchange.
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 the
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to list and trade the Shares of the Trust
under BZX Rule 14.11(f)(4), which governs the listing and trading of
Trust Issued Receipts \3\ on the Exchange.\4\ The Trust seeks to
provide attractive risk-adjusted returns primarily through
distributions of current income from the Trust's portfolio, as further
described below. The Trust has filed a registration
[[Page 21528]]
statement on Form S-1 under the Securities Act of 1933.<SUP>5 6</SUP>
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\3\ Rule 14.11(f)(4) applies to Trust Issued Receipts that
invest in ``Investment Shares'' or ``Financial Instruments''. The
term ``Investment Shares,'' as defined in Rule 14.11(f)(4)(A)(i),
means a security (a) that is issued by a trust, partnership,
commodity pool or other similar entity that invests in any
combination of futures contracts, options on futures contracts,
forward contracts, commodities, swaps or high credit quality short-
term fixed income securities or other securities; and (b) issued and
redeemed daily at net asset value in amounts correlating to the
number of receipts created and redeemed in a specified aggregate
minimum number. The term ``Financial Instruments,'' as defined in
Rule 14.11(f)(4)(A)(iv), means any combination of investments,
including cash; securities; options on securities and indices;
futures contracts; options on futures contracts; forward contracts;
equity caps, collars and floors; and swap agreements.
\4\ The Commission approved BZX Rule 14.11(f)(4) in Securities
Exchange Act Release No. 68619 (January 10, 2013), 78 FR 3489
(January 16, 2013) (SR-BZX-2012-044).
\5\ The Trust has filed an amended registration statement on
Form S-1 under the Securities Act of 1933, dated November 20, 2025
(File No. 333-283852) (``Registration Statement''). The description
of the Trust and the Shares contained herein are based on the
Registration Statement. The Registration Statement for the Trust is
not yet effective, and the Trust will not trade on the Exchange
until such time that the Registration Statement is effective.
\6\ The Trust intends to operate its business so that it is
falls outside of the definition of an investment company under the
Investment Company Act of 1940 (the ``1940 Act''). Section
3(a)(1)(C) of the 1940 Act generally defines an investment company
as an entity primarily engaged in investing, reinvesting, or trading
in securities and holds investment securities exceeding 40% of its
total assets (exclusive of U.S. federal government securities and
cash items) on a non-consolidated basis, which the Trust refers to
as the 40% test. Excluded from the term ``investment securities,''
among other things, are securities issued by majority-owned
subsidiaries that are not themselves investment companies and are
not relying on the exclusions from the definition of investment
company set forth in Section 3(c)(1) or Section 3(c)(7) of the 1940
Act. The Trust intends to comply with this 40% test by primarily
conducting its business through its majority-owned subsidiaries,
which are not classified as investment companies and not relying on
either the Section 3(c)(1) or Section 3(c)(7) exclusions from
registration under the 1940 Act. The Trust anticipates that its
subsidiaries will primarily qualify for exclusions under Section
3(c)(5)(A) of the 1940 Act, which applies to issuers primarily
engaged in the business of purchasing or otherwise acquiring notes,
drafts, acceptances, open accounts receivable, and other obligations
representing part or all of the sales price of merchandise,
insurance and services, or Section 3(c)(5)(B) of the 1940 Act, which
is available to entities primarily engaged in the business of making
loans to manufacturers, wholesalers, and retailers of, and to
prospective purchasers of, specified merchandise, insurance and
services. These exceptions require that at least 55% of the
subsidiaries' portfolios consist of qualifying assets that meet the
requirements of the relevant exception.
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Description of the Trust
BondBloxx Investment Management Corporation (the ``Advisor'') is
the advisor to the Trust and is responsible for the overall management
of the Trust's business activities. HCG Fund Management LP (the ``Sub-
Advisor'') is responsible for the day-to-day management of the Trust's
private credit assets. Brown Brothers Harriman & Co. serves as the
administrator (the ``Administrator''), custodian (the ``Custodian''),
and the transfer agent (the ``Transfer Agent''). CSC Delaware Trust
Company, a Delaware trust company, is the sole trustee of the Trust.
If the Advisor or Sub-Advisor to the Trust issuing the Trust Issued
Receipts is affiliated with a broker-dealer, such Advisor or Sub-
Advisor to the Trust shall erect and maintain a ``fire wall'' between
the Advisor or Sub-Advisor and the broker-dealer with respect to access
to information concerning the composition and/or changes to the Trust's
portfolio. The Advisor and Sub-Advisor are not a broker-dealer or
affiliated with a broker-dealer. In the event that (a) the Advisor or
the Sub-Advisor becomes a broker-dealer or newly affiliated with a
broker-dealer, or (b) any new Advisor or the Sub-Advisor is a broker-
dealer or becomes affiliated with a broker-dealer, it will implement
and maintain a fire wall with respect to its relevant personnel or such
broker-dealer affiliate, as applicable, regarding access to information
concerning the composition and/or changes to the portfolio, and will be
subject to procedures designed to prevent the use and dissemination of
material non-public information regarding the portfolio.
The Trust seeks to provide attractive risk-adjusted returns to
shareholders primarily through distributions of current income from the
Trust's portfolio. The Trust intends to achieve this objective by
constructing a diversified portfolio of consumer and small business
private credit assets. The Trust intends to target primarily whole
loans that the Advisor believes will offer stable and predictable cash
flows. The Trust generally intends to focus on loans that have short
and medium terms (e.g., less than 60 months) which, through principal
amortization, tend to have low duration (e.g., less than 30 months).
The Trust believes that targeting assets with a combination of short
duration and high cash yields will enhance the liquidity of the Trust's
portfolio and provide the Trust the opportunity to earn attractive
returns while managing the risk of losses in market value that can
result from increases in interest rates. The Trust expects to acquire
its initial portfolio of assets using the net proceeds of this
offering.
Investable Instruments and Trust Liquidity
The Trusts permitted investments are the following instruments:
personal installment loans, small business loans, point of sale loans,
and asset backed securities that are backed by such loans (collectively
``Private Credit Assets''), investment grade bonds, U.S. Treasuries,
shares of certain exchange traded funds, including certain exchange-
traded funds of an affiliated Trust for which the Advisor acts as the
investment adviser, that invest in U.S. Treasuries or other short-term,
interest bearing assets and cash and cash equivalents.\7\
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\7\ For purposes of this proposal, cash equivalents are short-
term instruments with maturities of less than 3 months, specifically
including U.S. Government securities, certificates of deposit,
bankers' acceptances, repurchase and reverse repurchase agreements,
bank time deposits, commercial paper, and money market funds. This
definition is consistent with the definition of cash and cash
equivalents in Exchange Rule 14.11(i)(4)(C)(iii).
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The Trust plans to participate in the rapidly growing market for
small balance, short duration, amortizing loans enabled by Fintech
lending platforms. The Advisor believes consumer and small business
loans sourced through Fintech lending platforms offer investors
attractive value propositions that have primarily been available to
institutional investors. However, there is limited sell-side liquidity
available in the market for Private Credit Assets. As such, the Advisor
is proposing to utilize the following strategy to facilitate
redemptions in the Trust:
1. The Trust will maintain a portion of the portfolio in cash and
cash equivalents (the ``Liquidity Sleeve''). Under normal
circumstances, the Trust expects to hold approximately 20% of the
portfolio in these liquid assets.\8\ The Advisor expects that it will
generally be able to fulfill redemption orders using this position. The
Advisor may also strategically increase the size of the Liquidity
Sleeve in order to better facilitate anticipated redemptions by
retaining, rather than distributing the paydowns from Private Credit
Assets as further described below.
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\8\ The Trust does not have a prescribed maximum or minimum
permissible deviation from the 20% target allocation for the
Liquidity Sleeve, and actual allocations may differ from that
target, including for extended periods. The 20% figure represents an
indicative objective rather than a fixed or binding constraint. The
size of the Liquidity Sleeve is determined by the Advisor and Sub-
Advisor based on cash flows, the timing and magnitude of
subscriptions and redemptions, interest payments, the pace of
investment into private credit assets, market conditions, portfolio
construction considerations, and the overall size and growth of the
Fund. Accordingly, the Liquidity Sleeve may represent a higher or
lower percentage of the Fund's net assets over time.
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2. Under normal circumstances, the remaining 80% of the Trust's
holdings will consist of Private Credit Assets. These assets consist
generally of short duration, amortizing loans purchased with a weighted
average life ranging from four to thirty-six months. The Trust acquires
loans that have been originated and underwritten by fintech lending
platforms, and selects such assets with the investment objective of
generating consistent net asset returns at a premium to the net asset
returns rates and with mitigated downside risk.\9\
[[Page 21529]]
Realized yields will vary over time based on external factors such as
market conditions, asset mix, and borrower performance. Due to the
amortizing nature and short duration of the Private Credit Assets, the
Trust expects to receive recurring monthly cash flows from interest and
principal payments. Monthly cash yield--defined as cash flows received
during the month from the Private Credit Asset holdings divided by the
opening principal balance of those Private Credit Asset holdings--is
expected to range from approximately 5% to 10% but may vary beyond this
range due to external factors noted above. Cash flows received may be
reinvested or retained at the discretion of the Trust to support
portfolio management objectives, including liquidity management and
asset allocation considerations, prior to any distributions to
shareholders.
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\9\ Downside risk is mitigated through a combination of platform
underwriting standards, portfolio diversification, short duration
and amortization profiles, and a disciplined asset selection
process.
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3. In the event that the cash and cash equivalents required to
accommodate a series of redemptions or a single large redemption
approaches the size of the Trust's Liquidity Sleeve, the Trust may:
a. Sell Private Credit Assets in the secondary market to raise
cash;
b. Arrange a line of credit or other financing facility with a bank
or broker dealer, using the portfolio of Private Credit Assets as
collateral.
These options will likely come at a cost to the Trust or may not be
available to the Trust depending on market conditions.
4. In the event that items 1-3 above do not provide sufficient cash
and cash equivalents to the Liquidity Sleeve to accommodate redemptions
in the Trust, redemptions may be suspended until the Trust accumulates
enough cash to facilitate additional redemptions, which the Advisor
does not expect to last for longer than approximately 2.5 months. In
the event that the Advisor implements a restriction on redemptions, the
Shares on the secondary market may trade at deep discount. The discount
could potentially serve to prompt investors to buy shares and
potentially trigger primary market activity.
The Advisor believes that the liquidity strategy laid out above
will be sufficient to address concerns that may arise from the relative
illiquidity of the secondary market for selling Private Credit Assets.
Specifically, the Advisor believes that the 20% Liquidity Sleeve (with
the flexibility to increase the sleeve during times of potentially high
redemptions) will provide the Trust with sufficient liquidity to manage
redemptions under the vast majority of market conditions. Additionally,
because the Trust will target shorter duration loans that are
underwritten to generate cash payments of interest and principal
amortization to achieve its investment objective, even in the event
that the Trust's Liquidity Sleeve is exhausted, it is expected to be
replenished by the cash payments generated by the Private Credit
Assets. In the event that the cash generated by the Private Credit
Assets is insufficient to satisfy incoming redemptions the Trust would
then have the ability to facilitate additional redemptions by selling
certain of the Private Credit Assets and/or using the Private Credit
Assets as collateral for a cash loan from a bank or broker dealer. If
necessary, the Trust would temporarily suspend redemptions. However, as
noted above, the Advisor does not expect such a suspension to last for
longer than approximately 2.5 months because of the cash expected to be
generated by the Private Credit Assets.
In addition to the specific liquidity strategy described above, the
Advisor also notes that the small size of loans sourced through Fintech
lending platforms will enable the Trust to hold a portfolio that is
diversified by sector, source, vintage, count and geography, which will
help to manage idiosyncratic risk and provide a diverse universe of
lenders. Further to this point, the small loan size means that the
Trust will need to hold a significant number of Private Credit Assets,
further providing diversity and minimizing the risk that any single
Private Credit Assets would have on the portfolio. The Advisor further
believes that the cash yields and short duration through regular
principal amortization will, in addition to enhancing the liquidity of
the Trust, help manage volatility of returns.
Purchases and Redemptions of Creation Unites
The Trust will create and redeem Shares from time to time only in
large blocks of a specified number of Shares or multiples thereof
(``Creation Units''). A Creation Unit is a block of at least 50,000
Shares. Except when aggregated in Creation Units, the Shares are not
redeemable securities. Creation Units are only redeemable by authorized
participants.
On any Business Day, an authorized participant may place an order
with the Advisor to create one or more Creation Units.\10\ The total
cash payment required to create each Creation Unit is the net asset
value (``NAV'') of at least 50,000 Shares on the purchase order date
plus the applicable transaction fee.
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\10\ Authorized participants have a cut-off time of 2:00 p.m. ET
to place creation and redemption orders and orders received after
2:00 p.m. will not be deemed to be received until the following
business day.
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The procedures by which an authorized participant can redeem one or
more Creation Units mirror the procedures for the purchase of Creation
Units. On any Business Day, an authorized participant may place an
order with the Transfer Agent to redeem one or more Creation Units. The
redemption proceeds from the Trust consist of the cash redemption
amount. The cash redemption amount is equal to the NAV of the number of
Creation Unit(s) of the Trust requested in the authorized participant's
redemption order on the business day the redemption order is received
by the Transfer Agent, less transaction fees.
Availability of Information
Pricing information will be available on the Advisor's website on a
daily basis including: (a) the prior business day's NAV per Share; (b)
the prior business day's BZX Official Closing Price; (c) calculation of
the premium or discount of such BZX Official Closing Price against such
NAV per Share; (d) a table showing the number of days the Shares traded
at a premium or discount; (e) a line graph showing the premium or
discount of the Shares; (f) the Trust's median bid-ask spread; and (g)
historical distribution data. The NAV per Share will be calculated by
the Administrator once a day and will be disseminated daily to all
market participants at the same time.\11\ The Trust's website will
publish, on a daily basis, quantitative information regarding the
Trust's holdings, including the platform, outstanding principal amount
or receivable principal, market value, and percentage weight for each
asset or, in the case of whole loans, for each origination vintage. In
addition, certain portfolio-level characteristics, including sector
allocations, asset type allocations, and credit risk information, will
be published at least on a quarterly basis. The aforementioned
information will be published as of the close of business and available
on the Advisor's website at <a href="http://www.bondbloxxetf.com">www.bondbloxxetf.com</a>.
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\11\ NAV means the total assets of the Trust including, but not
limited to, all cash and cash equivalents and private credit assets,
less any liabilities, divided by the total number of Shares
outstanding. The Trust's NAV is determined as the close of regular
trading on the Exchange (normally, 4:00 p.m. ET). The Advisor has
delegated to the Administrator the responsibility of computing the
Trust's NAV and NAV per share.
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Generally, the Trust values its assets using market quotations when
they are readily available. Whole loans and asset backed securities
that Trust may hold may not have readily available market
[[Page 21530]]
quotations. In accordance with the Advisor's valuation policies and
procedures, the Sub-Advisor will fair value the Trust's private credit
assets based on a discounted cash flow (``DCF'') analysis of the loan
portfolio's expected future net cash flows over the lifetime of the
loan, discounted by the expected return, The difference between the
calculated net present value and carrying value of the loan portfolio
reflects the valuation adjustment that will be updated daily. In
accordance with the valuation policy and procedures, and independent
third-party pricing service will provide the inputs for the DCF model,
including daily loan tapes (e.g., loan balances, payment history,
interest rates, and FICO scores) along with forward outlook on the
portfolio (e.g., loss expectation). Additionally, the model may
incorporate any publicly available information such as pricing from
recent deals or information specific to the Fintech lending platform.
The model will be updated for daily changes to reflect any new
information regarding the borrower or loan. Further, daily cash
balances will reflect ending account balances per the Trust's bank
account; interest receivable will reflect accrued interest balances for
the loan portfolio per the loan servicer`s statement; and prepaid and
other assets will reflect ending accrued balances per the general
ledger.
The Sub-Advisor will review for reasonableness the fair values of
the Private Credit Assets provided by the independent third-party
pricing services prior to the Sub-Advisor finalizing the daily NAV.
Third-party pricing service providers will be selected based on their
experience with similar assets, their demonstrated expertise in
fintech, their clearly articulated valuation methodologies and
sophistication of modeling capabilities, their independence and
objectivity and the quality of their deliverables, their reputation in
the industry, and the Advisor's or Sub-Advisor's experience working
with the pricing service provider, or other similar pricing service
providers, with other vehicles. Further, to the extent that there are
material changes in the selection criteria of the third-party pricing
service provider or the inputs used or the methodology applied in
valuing the Trust's private credit assets, the Trust will notify
investors via a prospectus supplement, current report on Form 8-K or
annual or quarterly reports, as applicable.
There is no single standard for determining the fair value of an
asset. Rather, fair value calculations will involve significant
professional judgment in the application of both observable and
unobservable attributes, and as a result, the calculated NAV of the
Trust`s assets may differ from their actual realizable value or future
fair value.
Quotation and last-sale information regarding the Shares will be
disseminated through the facilities of the Consolidated Tape
Association (``CTA''). Pricing information regarding cash equivalents
in which the Trust will invest will be generally available through
nationally recognized data services providers, such as Reuters and
Bloomberg, through subscription agreements.
Additional information regarding the Trust and the Shares,
including investment strategies, risks, creation and redemption
procedures, fees, portfolio holdings, disclosure policies,
distributions and taxes will be included in the registration statement.
The Intraday Indicative Value (``IIV'') will be updated during
Regular Trading Hours to reflect changes in the value of the Trust's
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 will be 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. Eastern time). 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
consolidated tape association (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.
Initial and Continued Listing
The Shares will conform to the initial and continued listing
criteria under BZX Rule 14.11(f)(4). The Exchange represents that, for
initial and continued listing, the Fund and [sic] 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 trading on the Exchange. The
Exchange will obtain a representation from the Advisor of the Shares
that the NAV per Share for the Trust will be calculated daily and will
be made available to all market participants at the same time.
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 securities and/
or the financial instruments composing the daily disclosed portfolio of
the Trust; or (2) whether other unusual conditions or circumstances
detrimental to the maintenance of a fair and orderly market are
present.
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. The Exchange will
allow trading in the Shares from 8:00 a.m. until 8:00 p.m. ET and has
the 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, with the exception of securities that are priced
less than $1.00, for which the minimum price variation for order entry
is $0.0001.
Surveillance
Trading of the Shares through the Exchange will be subject to the
Exchange's existing surveillance for securities traded on the Exchange.
The Exchange also has a general policy prohibiting the distribution of
material, non-public information by its employees.
All statements and representations made in this filing regarding
(a) the description of the portfolio, reference assets, and index, (b)
limitations on portfolio holdings or reference assets, or (c) the
applicability of Exchange rules shall constitute continued listing
requirements for listing the Shares on the Exchange. 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 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.
[[Page 21531]]
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: (1) the procedures for purchases
and redemptions of Shares in Creation Units (and that Shares are not
individually redeemable); (2) BZX Rule 3.7, which imposes suitability
obligations on Exchange members with respect to recommending
transactions in the Shares to customers; (3) Interpretation and Policy
.01 of BZX Rule 3.7 which imposes a duty of due diligence on its
Members to learn the essential facts relating to every customer prior
to trading the Shares; \12\ (4) how information regarding the IIV and
the Trust's holdings is disseminated; (5) the risks involved in trading
the Shares during the Pre-Opening \13\ and After Hours Trading Sessions
\14\ when an updated IIV will not be calculated or publicly
disseminated; (6) the requirement that members deliver a prospectus to
investors purchasing newly issued Shares prior to or concurrently with
the confirmation of a transaction; and (7) trading information.
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\12\ Specifically, in part, Interpretation and Policy .01 of
Rule 3.7 states ``[n]o Member shall recommend to a customer a
transaction in any such product unless the Member has a reasonable
basis for believing at the time of making the recommendation that
the customer has such knowledge and experience in financial matters
that he may reasonably be expected to be capable of evaluating the
risks of the recommended transaction and is financially able to bear
the risks of the recommended position.''
\13\ The Pre-Opening Session is from 8:00 a.m. to 9:30 a.m. ET.
\14\ The After Hours Trading Session is from 4 p.m. to 8:00 p.m.
ET.
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In addition, the Information Circular will advise members, prior to
the commencement of trading, of the prospectus delivery requirements
applicable to the Trust. Members purchasing Shares from the Trust 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. In addition, the Information Circular will reference that the
Trust is subject to various fees and expenses described in the Trust's
registration statement. The Information Circular will also disclose the
trading hours of the Shares and the applicable NAV calculation time for
the Shares. The Information Circular will disclose that information
about the Shares will be publicly available on the Advisor's website.
2. Statutory Basis
The Exchange believes the proposed rule change is consistent with
the Act and the rules and regulations thereunder applicable to the
Exchange and, in particular, the requirements of Section 6(b) of the
Act.\15\ Specifically, the Exchange believes the proposed rule change
is consistent with the Section 6(b)(5) \16\ requirements that the rules
of an exchange be 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 regulating,
clearing, settling, processing information with respect to, and
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.
Additionally, the Exchange believes the proposed rule change is
consistent with the Section 6(b)(5) \17\ requirement that the rules of
an exchange not be designed to permit unfair discrimination between
customers, issuers, brokers, or dealers. The Exchange notes that the
Commission has approved numerous series of Trust Issued Receipts \18\
to be listed on U.S. national securities exchanges and several other
vehicles holding private credit instruments have recently launched.\19\
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\15\ 15 U.S.C. 78f(b).
\16\ 15 U.S.C. 78f(b)(5).
\17\ Id.
\18\ See Exchange Rule 14.11(f).
\19\ See ``First Private-Credit ETFs Launch,'' December 3, 2024,
<a href="https://www.wsj.com/livecoverage/stock-market-today-dow-sp500-nasdaq-live-12-03-2024/card/first-private-credit-etfs-launch-s0032D60wa2zgI2uy7pY">https://www.wsj.com/livecoverage/stock-market-today-dow-sp500-nasdaq-live-12-03-2024/card/first-private-credit-etfs-launch-s0032D60wa2zgI2uy7pY</a>.
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The Exchange believes that the proposed rule change is consistent
with Section 6(b)(5) of the Act because the Shares will be listed and
traded on the Exchange pursuant to the existing criteria in BZX Rule
14.11(f)(4), which governs the listing and trading of Trust Issued
Receipts. The Exchange has in place surveillance procedures that are
adequately designed to properly monitor trading in the Shares in all
trading sessions and to deter and detect violations of Exchange rules
and applicable federal securities laws. The Exchange or FINRA, on
behalf of the Exchange, or both, will communicate as needed regarding
trading in the Shares with other markets and other entities that are
members of ISG, and the Exchange may obtain trading information
regarding trading in the Shares from such markets and other entities.
In addition, the Exchange may obtain information regarding trading in
the Shares from markets and other entities that are members of ISG or
with which the Exchange has in place a comprehensive surveillance
sharing agreement.
The Exchange believes that the proposed rule change is designed to
prevent fraudulent and manipulative acts and practices because the
Trust's portfolio will consist of Private Credit Assets--which will
consist of personal installment loans, small business loans, point-of-
sale loans, and asset-backed securities backed by such loans--as well
as investment grade bonds, U.S. Treasuries, shares of certain exchange-
traded funds, and cash and cash equivalents. The Trust's portfolio will
be valued daily using a discounted cash flow methodology applied by an
independent third-party pricing service, and the NAV per Share will be
calculated and disseminated daily to all market participants at the
same time. An IIV will be disseminated every 15 seconds during Regular
Trading Hours through the facilities of the CTA and CQS high-speed
lines and will be available through online information services such as
Bloomberg and Reuters. The Exchange will halt trading in the Shares
under the conditions specified in BZX Rule 11.18, including when
trading is not occurring in the financial instruments composing the
Trust's portfolio or when other unusual conditions or circumstances
detrimental to the maintenance of a fair and orderly market are
present.
The Exchange believes that the proposed rule change is designed to
promote just and equitable principles of trade because the Trust will
be subject to the full panoply of Exchange rules applicable to equity
securities, including BZX Rule 3.7, which imposes suitability
obligations on Exchange members with respect to recommending
transactions in the Shares to customers, and Interpretation and Policy
.01 of BZX Rule 3.7, which imposes a duty of due diligence on members
to learn the essential facts relating to every customer prior to
trading the Shares. 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, including
the procedures for purchases and redemptions of Shares in Creation
Units, the risks involved in trading the Shares during the Pre-Opening
and After Hours Trading Sessions when an updated IIV will not be
calculated or publicly disseminated, and the
[[Page 21532]]
prospectus delivery requirements applicable to the Trust.
The Exchange believes that the proposed rule change is designed to
remove impediments to and perfect the mechanism of a free and open
market and a national market system because the Shares will be listed
and traded on the Exchange pursuant to BZX Rule 14.11(f)(4), and the
Trust will comply with all applicable initial and continued listing
requirements thereunder. The Trust and the Shares will be in compliance
with Rule 10A-3 under the Act as a condition of initial and continued
listing. A minimum of 100,000 Shares will be outstanding at the
commencement of trading. The Advisor has represented to the Exchange
that the NAV per Share will be calculated daily and made available to
all market participants at the same time. Pricing information,
including the prior business day's NAV per Share, the BZX Official
Closing Price, premium/discount calculations, and historical
distribution data, will be publicly available on the Advisor's website
at <a href="http://www.bondbloxxetf.com">www.bondbloxxetf.com</a>. Quotation and last-sale information regarding
the Shares will be disseminated through the facilities of the CTA.
The Exchange also believes that the proposed rule change is
designed to protect investors and the public interest because the Trust
will provide investors with access to a diversified portfolio of
consumer and small business private credit assets that has primarily
been available to institutional investors, while maintaining meaningful
investor protections. The Trust will maintain a Liquidity Sleeve of
approximately 20% of the portfolio in cash and cash equivalents under
normal circumstances to facilitate redemptions, and the Trust's focus
on short-duration, amortizing loans is designed to generate recurring
monthly cash flows to replenish liquidity. The Advisor and Sub-Advisor
are not broker-dealers and are not affiliated with broker-dealers; in
the event either becomes affiliated with a broker-dealer, it will
implement and maintain a firewall with respect to access to information
concerning the composition and/or changes to the Trust's portfolio. All
statements and representations made in this filing regarding the
description of the portfolio, limitations on portfolio holdings, and
the applicability of Exchange rules constitute continued listing
requirements, and the Exchange will commence delisting procedures under
Exchange Rule 14.12 if the Trust or the Shares are not in compliance
with applicable listing requirements.
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 purposes 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#6012150c054d030f0d0d050e1413201305034e070f16"><span class="__cf_email__" data-cfemail="740601181159171b1919111a0007340711175a131b02">[email protected]</span></a>. Please include
file number SR-CboeBZX-2026-027 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-2026-027. 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-CboeBZX-2026-027 and should be submitted
on or before May 13, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\20\
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\20\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-07820 Filed 4-21-26; 8:45 am]
BILLING CODE 8011-01-P
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</html>Indexed from Federal Register on April 22, 2026.
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.