86 FR 234 pgs. 70150-70155 - Self-Regulatory Organizations; New York Stock Exchange LLC; Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change To Amend the Requirements of Section 102.06 of the NYSE Listed Company Manual To Allow an Acquisition Company To Contribute a Portion of Its Trust Account to a New Acquisition Company and Spin-Off the New Acquisition Company to Its Shareholders
Type: NOTICEVolume: 86Number: 234Pages: 70150 - 70155
Pages: 70150, 70151, 70152, 70153, 70154, 70155Docket number: [Release No. 34-93714; File No. SR-NYSE-2021-42]
FR document: [FR Doc. 2021-26625 Filed 12-8-21; 8:45 am]
Agency: Securities and Exchange Commission
Official PDF Version: PDF Version
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-93714; File No. SR-NYSE-2021-42]
Self-Regulatory Organizations; New York Stock Exchange LLC; Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change To Amend the Requirements of Section 102.06 of the NYSE Listed Company Manual To Allow an Acquisition Company To Contribute a Portion of Its Trust Account to a New Acquisition Company and Spin-Off the New Acquisition Company to Its Shareholders
December 3, 2021.
I. Introduction
[top] On August 23, 2021, the New York Stock Exchange LLC ("NYSE" or "Exchange") filed with the Securities and Exchange Commission ("Commission"), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 ("Act" or "Exchange Act")? 1 and Rule 19b-4 thereunder, 2 a proposed rule change to amend the requirements of Section 102.06 of the NYSE Listed Company Manual ("Manual") to allow an acquisition company to contribute a portion of the amount held in its trust account to a trust account of a new acquisition company and spin off the new acquisition company to its shareholders in certain situations. The proposed rule change was published for comment in the Federal Register on September 8, 2021. 3 On September 30, 2021, 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
Footnotes:
1 ?15 U.S.C. 78s(b)(1).
2 ?17 CFR 240.19b-4.
3 ? See Securities Exchange Act Release No. 92839 (September 1, 2021), 86 FR 50408 ("Notice"). Comments received on the proposal are available on the Commission's website at: https://www.sec.gov/comments/sr-nyse-2021-42/srnyse202142.htm.
4 ?15 U.S.C. 78s(b)(2).
5 ? See Securities Exchange Act Release No. 93222, 86 FR 55671 (October 6, 2021). The Commission designated December 7, 2021 as the date by which the Commission shall approve or disapprove, or institute proceedings to determine whether to approve or disapprove, the proposed rule change.
6 ?15 U.S.C. 78s(b)(2)(B).
II. Description of the Proposed Rule Change
In 2008, the Exchange adopted a rule to allow companies that have no prior operating history and that have indicated their business plan is to consummate a business combination with one or more operating businesses or assets ("Business Combination")? 7 to list on the Exchange if they meet all applicable initial listing requirements, as well as additional conditions designed to provide investor protections to address specific concerns about the structure of such companies ("Acquisition Companies" or "ACs"). 8 These additional conditions generally require, among other things, that at least 90% of the proceeds from the initial public offering ("IPO") and any concurrent sale of the AC's equity securities be held in a trust account controlled by an independent custodian and that the AC complete within three years (or such shorter period specified by the AC's constitutive documents or by contract) a Business Combination having a fair market value of at least 80% of the net assets held in the trust account at the time of the agreement to enter into the initial combination (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust). 9 Section 102.06 of the Manual further requires that each Business Combination be approved by a majority of the AC's independent directors. 10 If the AC holds a shareholder vote on a Business Combination, the Business Combination must be approved by a majority of the votes cast at the meeting and public shareholders voting against the Business Combination must have the right to convert their shares of common stock into a pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable and amounts distributed to management for working capital purposes) if the Business Combination is approved and consummated. 11 If a shareholder vote on a Business Combination is not held, the AC must provide all shareholders with the opportunity to redeem all their shares for cash equal to their pro rata share of the aggregate amount then in the deposit account (net of taxes payable and amounts distributed to management for working capital purposes), pursuant to Rule 13e-4 and Regulation 14E under the Act, which regulate issuer tender offers. 12
Footnotes:
7 ?Section 102.06 of the Manual provides that a Business Combination may be in the form of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more operating businesses or assets.
8 ? See Securities Exchange Act Release No. 57785 (May 6, 2008), 73 FR 27597 (May 13, 2008) (SR-NYSE-2008-17) ("2008 Order"). See also Section 102.06 of the Manual. Acquisition Companies are also known as "Special Purpose Acquisition Companies" or "SPACs."
9 ? See Section 102.06 of the Manual.
10 ? See Section 102.06(d) of the Manual.
11 ? See Section 102.06(a) and (b) of the Manual.
12 ? See Section 102.06(c) of the Manual.
The Exchange now proposes to modify Section 102.06 of the Manual to allow an AC listed under that rule to contribute a portion of the amount held in its trust account to the trust account of a new entity in a spin-off or similar corporate transaction ("SpinCo AC"). According to the Exchange, when an AC conducts its IPO, it raises the amount of capital that it estimates will be necessary to finance a subsequent Business Combination with its ultimate target; however, the Exchange believes that because an AC cannot identify or select a specific target at the time of its IPO, often the amount raised is not optimal for the needs of a specific target. 13 The Exchange states that it is proposing to modify Section 102.06 of the Manual to permit what it believes is a more efficient structure whereby an AC can raise in its IPO the maximum amount of capital it anticipates it may need for a Business Combination transaction and then "rightsize" itself by contributing any amounts not needed to a SpinCo AC, which would be subject to the provisions of Section 102.06, in the same manner as the original AC, and spun off to the original AC's shareholders. 14
Footnotes:
13 ? See Notice, supra note 3, at 50409. The Exchange further states that "[t]his has resulted in the inefficient, current practice of AC sponsors creating multiple ACs of different sizes at the same time, with the intention to use the AC that is closest in size to the amount a particular target needs." Id.
14 ? See id. The three-year period to complete a Business Combination under Section 102.06 of the Manual would, however, be calculated for each SpinCo AC based on the date of the original AC's effective registration statement.
Specifically, proposed Section 102.06 of the Manual would provide that an AC will be permitted to contribute (the "Contribution") in a spin-off or similar corporate transaction a portion of the amount held in the AC's trust account to a trust account of another entity as provided below:
(i) In connection with the Contribution, each AC public shareholder has the right, through one or more corporate transactions, to redeem a portion of its shares of common stock or units, as applicable, for its pro rata portion of the amount of the Contribution in lieu of being entitled to receive shares or units in the SpinCo AC;
(ii) the requirement of Section 102.06 of the Manual that the AC provide each public shareholder voting against a Business Combination with the right to convert its shares of common stock into a pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable, and amounts disbursed to management for working capital purposes), provided that the Business Combination is approved and consummated, will be considered satisfied by pro rata distribution to such shareholders of the amounts in the trust account after having been reduced by the Contribution;
(iii) the public shareholders of the AC receive shares or units of the SpinCo AC on a pro rata basis, except to the extent they have elected to redeem a portion of their shares of the AC in lieu of being entitled to receive shares or units in the SpinCo AC;
(iii)? 15 the Contribution will remain in a trust account for the benefit of the shareholders of the SpinCo AC in the manner required for ACs listed under Section 102.06 of the Manual;
Footnotes:
15 ?The Exchange's proposed rule mistakenly includes two paragraphs numbered Section 102.06(iii).
(iv) the SpinCo AC meets all applicable initial listing requirements for an AC listing in connection with an initial public offering under Section 102.06 of the Manual; it being understood that, following such spin-off or similar corporate transaction:
(A) The 80% described in the first paragraph of Section 102.06? 16 shall, in the case of the AC, be calculated based on the aggregate amount remaining in the trust account of the AC at the time of the agreement to enter into the Business Combination as reduced by the Contribution, and, in the case of the SpinCo AC, be calculated based on the aggregate amount in its trust account at the time of its agreement to enter into a Business Combination, and
Footnotes:
16 ?See supra note 9 and accompanying text, for a description of the requirements of Section 102.06 of the Manual.
[top] (B) the right to convert and opportunity to redeem shares of common stock on a pro rata basis required for ACs listed under Section 102.06 of the Manual shall, in the case of the AC, be deemed to apply to the aggregate amount remaining in the trust account of the AC after the Contribution to the SpinCo AC, and, in the case of the
(v) in the case of the SpinCo AC, and any additional entities spun off from the SpinCo AC, each of which will also be considered a SpinCo AC, the three-year period (or such shorter period specified by the AC's constitutive documents or by contract) within which a listed AC must consummate its Business Combination under Section 102.06 of the Manual will be calculated based on the date of effectiveness of the AC's IPO registration statement; and
(vi) in the aggregate, through one or more opportunities by the AC and one or more SpinCo ACs, public shareholders will have the ability to convert or redeem shares, or receive amounts upon liquidation, for the full amount of the trust account established by the AC as described in the first paragraph of Section 102.06 of the Manual (excluding any deferred underwriters fees and taxes payable on the income earned on the trust account).
The Exchange states that, under the proposal, it expects that the new structure will be implemented in the following manner. If a listed AC (the "Original AC") determines that it will not need all the cash in its trust account for its initial Business Combination, the Original AC will designate the excess cash for a new trust account of a SpinCo AC that will be spun off to Original AC's shareholders. 17 The Exchange states that the amount designated for the SpinCo trust account must continue to be held for the benefit of the shareholders of the Original AC until the completion of the spin-off transaction and, following the spin-off of the SpinCo AC to the Original AC's shareholders, the SpinCo trust account would be subject to the same requirements as the trust account of the Original AC. 18
Footnotes:
17 ? See Notice, supra note 3, at 50409.
18 ? See id.
According to the Exchange, the SpinCo AC would file a registration statement under the Securities Act of 1933 for purposes of effecting the spin-off of the SpinCo AC and, prior to the effectiveness of the registration statement, the Original AC would provide its public shareholders through one or more corporate transactions with the opportunity to redeem a pro rata amount of their holdings equal to the amount of the SpinCo trust account divided by the per share amount in the Original AC's trust account. 19 The Exchange further states that, after completing the tender offer for the redemption and the effectiveness of the SpinCo AC's registration statement, the Original AC would contribute the SpinCo trust account to a trust account held by the SpinCo AC in exchange for shares or units of the SpinCo AC, which the Original AC would then distribute to its public shareholders on a pro rata basis through one or more corporate transactions pursuant to the SpinCo AC's effective registration statement. 20
Footnotes:
19 ? See id. According to the Exchange, the redemption could occur, for example, through a partial cash tender offer for shares of the Original AC pursuant to Rule 13e-4 and Regulation 14E under the Act, and the redemption may be of a separate class of shares distributed to unitholders of the Original AC for the purpose of facilitating the redemption. See id. at 50409 n.5.
20 ? See id. at 50409.
According to the Exchange, the Original AC would then continue to operate as an AC until it completes its Business Combination and would offer redemption rights to its public shareholders in connection with that Business Combination in the same manner as a traditional AC, while the SpinCo AC would operate in the same manner as a traditional AC, except that it could effect a subsequent spin-off prior to its Business Combination like the Original AC. 21 The Exchange states that if SpinCo AC does not elect to effect a spin-off, it would either (i) proceed to complete an initial Business Combination and offer redemption rights in connection therewith like a traditional AC, or (ii) liquidate. 22
Footnotes:
21 ? See id.
22 ? See id.
Finally, the Exchange proposes to amend the subsection of Section 802.01B of the Manual setting forth the continued listing criteria applicable to ACs to specify that those criteria would also be applicable in their entirety to SpinCo ACs. In addition, the Exchange proposes to add a new subsection to Section 102.06 of the Manual stating that the applicable continued listing criteria for both ACs and SpinCo ACs would be set forth in Section 802.01B of the Manual.
III. Proceedings To Determine Whether To Approve or Disapprove SR-NYSE-2021-42 and Grounds for Disapproval Under Consideration
The Commission is instituting proceedings pursuant to Section 19(b)(2)(B) of the Act? 23 to determine whether the proposed rule change should be approved or disapproved. Institution of such 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.
Footnotes:
23 ?15 U.S.C. 78s(b)(2)(B).
Pursuant to Section 19(b)(2)(B) of the Act, 24 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 the Act and, in particular, 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 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 to protect investors and the public interest, and not be designed to permit unfair discrimination between customers, issuers, brokers, or dealers. 25
Footnotes:
24 ? Id.
25 ?15 U.S.C. 78f(b)(5).
As described above, the proposal would allow an AC listed under Section 102.06 of the Manual to contribute a portion of the amount held in its trust account to the trust account of a SpinCo AC. The Exchange states that the proposal would permit a more efficient structure because an AC often raises an amount of capital through its IPO that is not optimal for the needs of a specific acquisition target. 26 According to the Exchange, this has resulted in AC sponsors creating multiple ACs of different sizes at the same time, with the intention to use the AC that is closest in size to the amount a particular acquisition target needs. 27 The Exchange believes this practice creates the potential for conflicts of interest, fails to optimize the amount of capital that would benefit the AC's public shareholders and a Business Combination target, creates inefficiencies, and can lead to confusion. 28 Accordingly, the Exchange believes the proposal would provide shareholders the opportunity to invest with a sponsor without spreading that investment across the sponsor's multiple ACs. 29
Footnotes:
26 ? See Notice, supra note 3, at 50409.
27 ? See id.
28 ? See id.
29 ? See id. at 50410.
[top] The Commission has concerns, however, about whether the proposal is sufficiently designed to protect investors and the public interest, as required by Section 6(b)(5) of the Act.
Footnotes:
30 ? See 2008 Order, supra note 8.
31 ?The trust account must contain at least 90% of the proceeds from the AC's IPO and any concurrent sale by the AC of equity securities. See Section 102.06 of the Manual.
32 ?Moreover, the proposal does not appear to be limited to future ACs and could potentially allow existing ACs to engage in spin-offs. The Commission believes that permitting existing ACs to engage in such transactions could raise investor protection issues given that investors who initially invested in the ACs would not have been aware that the AC would not have to comply with the 80% requirement and could spin off into multiple SpinCo ACs.
33 ? See 2008 Order, supra note 8. In addition, the proposal appears to require redeeming shareholders to effectively pay deferred underwriting fees by deducting those fees from the aggregate redemption amount available to shareholders. See proposed Section 102.06(vi) of the Manual. This is not required for the Original AC as set forth under current Section 102.06(b) and (c) of the Manual and would result in the redeeming shareholders potentially receiving less than 90% of the gross proceeds from the trust account. Under the current AC listing rules, only taxes payable and amounts disbursed to management for working capital purposes can be excluded from the aggregate amount in the trust account.
Furthermore, the Commission believes the proposal could introduce additional complexity to AC securities, particularly for retail investors. While the market in AC securities is already complex, the Exchange's proposal would allow for the listing of ACs that may spin-off into smaller and smaller ACs, each presenting additional risks and considerations to investors that may not be fully realized at the time of the Original AC's IPO or at the time of each spin-off transaction when investors have the opportunity to receive shares in the SpinCo AC or redeem their pro-rata portion of the SpinCo AC Contribution. 34 Further, although the Exchange states the proposal is expected to allow an AC that determines that it will have excess cash following its initial Business Combination to spin-off those funds to a new AC, 35 the proposal is not limited to this particular situation and would allow an AC to break escrow to create new SpinCo ACs at any time after its IPO, regardless of whether any potential Business Combination has been identified. 36 Moreover, under current AC rules, investors have to make one determination on whether to redeem their shares or retain ownership in the combined operating business after a Business Combination that has a fair market value equal to at least 80% of the net assets of the trust account. In contrast, under the proposal, investors would have to make multiple decisions on whether to hold or redeem their securities in potentially multiple SpinCo ACs, and those investors that choose to redeem may not be made whole as to their original investment until a subsequent Business Combination of the Original AC and/or the SpinCo ACs occurs. Additionally, the proposal raises concerns about whether investors are adequately protected when only the sponsors, not shareholders, are participating in the decision to reduce the deposit account and contribute those funds to the SpinCo AC. 37 For these reasons, the Commission is concerned that investors may not have adequate information at the time they initially invest in the Original AC and at the time they are required to make decisions regarding whether to invest in the SpinCo ACs or to redeem their investment, which can occur multiple times over the term of the Original AC, raising investor protection concerns under Section 6(b)(5) of the Act.
Footnotes:
34 ?For example, under the proposal it would be difficult for an investor to know at the time of its investment in the Original AC (or at the time of each contribution) whether there will be future contributions to SpinCos, and, if so, how much the original escrow will be reduced and how much will be left for the Original AC's Business Combination. The Commission believes such information would be important to investors in making informed investment decisions in the Original AC.
35 ? See Notice, supra note 3, at 50409.
36 ?The proposal also does not include any timing limitations with respect to when an AC may engage in a contribution and spin-off. As such, it appears that a contribution and spin-off could occur very close to the end of the three-year period within which the Original AC and any SpinCo AC has to complete its Business Combination. This raises investor protection issues since shareholders may not have enough time to review disclosures before a vote or redemption decision is required.
37 ?In these situations, the SpinCo AC may be structured completely differently than was disclosed at the time of the investment in the Original AC. For example, nothing in the proposal prevents the SpinCo AC from having a different target industry or business than the Original AC, different compensation arrangements than the Original AC, or different terms than disclosed in the Original AC registration statement.
[top] The Commission is also concerned that certain aspects of the proposed rule change are vague and unclear and may raise additional investor protection concerns. For example, proposed Section 102.06(i) would provide shareholders the right to redeem, "through one or more corporate transactions," their pro rata portion of the AC's contribution to a SpinCo AC's trust account. In addition, proposed Section 102.06(vi) provides that public shareholders will have the ability to convert or redeem shares, or receive amounts upon liquidation, for the full amount of the trust account "through one or more opportunities." The proposal, however, does not set forth any specific requirements applicable to the redemption or conversion opportunities with respect to the contribution to a SpinCo AC or specify what would qualify as an acceptable corporate transaction for purposes of a redemption. 38 Moreover, the proposed
Footnotes:
38 ?The Exchange states that a redemption could occur, for example, through a partial cash tender offer for shares of the Original AC pursuant to Rule 13e-4 and Regulation 14E under the Act, and the redemption may be of a separate class of shares distributed to unitholders of the Original AC for the purpose of facilitating the redemption. See Notice, supra note 3, at 50409 n.5. On the other hand, Section 102.06 of the Manual currently includes very specific requirements relating to redemption rights of public shareholders with respect to a Business Combination. See Section 102.06(b)-(c) of the Manual.
In addition, the Exchange has proposed that the conditions described in proposed Section 102.06 with respect to SpinCo ACs shall similarly apply to successive spin-offs or similar corporate transactions. The Exchange provides no specificity or detail regarding what factors the Exchange would consider when determining whether a transaction is a "similar corporate transaction" to a spinoff covered by the proposed rule. As drafted, the rule text would appear to give the Exchange broad discretion in determining what "similar" corporate transactions are covered by the proposed rule and such broad discretion could be used in a different manner with respect to different AC issuers. It is also difficult for the Commission to assess whether the proposal is consistent with Section 6(b)(5) of the Act if the Exchange could simply determine to apply the rule to some successive corporate transactions and not others on a case by case basis by invoking its discretion through the proposed language. The Commission believes this lack of transparency and objectivity in the proposed rule raises investor protection and unfair discrimination concerns under the Act because market participants may be confused about the scope of the proposal and the Exchange may elect to apply its rules in an inconsistent and discriminatory manner.
Accordingly, the Commission believes there are questions as to whether the proposal is consistent with Section 6(b)(5) of the Act and its requirements, among other things, that the rules of a national securities exchange be designed to protect investors and the public interest, and not be designed to permit unfair discrimination.
Under the Commission's Rules of Practice, the "burden to demonstrate that a proposed rule change is consistent with the Exchange Act and the rules and regulations issued thereunder . . . is on the self-regulatory organization that proposed the rule change."? 39 The description of a proposed rule change, its purpose and operation, its effect, and a legal analysis of its consistency with applicable requirements must all be sufficiently detailed and specific to support an affirmative Commission finding, 40 and any failure of a self-regulatory organization to provide this information may result in the Commission not having a sufficient basis to make an affirmative finding that a proposed rule change is consistent with the Exchange Act and the applicable rules and regulations. 41
Footnotes:
39 ?17 CFR 201.700(b)(3).
40 ? See id.
41 ? See id.
For these reasons, the Commission believes it is appropriate to institute proceedings pursuant to Section 19(b)(2)(B) of the Act? 42 to determine whether the proposal should be approved or disapproved.
Footnotes:
42 ?15 U.S.C. 78s(b)(2)(B).
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)? 43 of the Act or any other provision of the Act, or 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 under the Act, 44 any request for an opportunity to make an oral presentation. 45
Footnotes:
43 ?15 U.S.C. 78f(b)(5).
44 ?17 CFR 240.19b-4.
45 ?Section 19(b)(2) of the Act, as amended by the Securities Act 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 Act Amendments of 1975, Senate Comm. on Banking, Housing & Urban Affairs, S. Rep. No. 75, 94th Cong., 1st Sess. 30 (1975).
Interested persons are invited to submit written data, views, and arguments regarding whether the proposed rule change should be approved or disapproved by December 30, 2021. Any person who wishes to file a rebuttal to any other person's submission must file that rebuttal by January 13, 2022. 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, 46 in addition to any other comments they may wish to submit about the proposed rule change.
Footnotes:
46 ? See supra note 3.
Comments may be submitted by any of the following methods:
Electronic Comments
• Use the Commission's internet comment form ( http://www.sec.gov/rules/sro.shtml ); or
• Send an email to rule-comments@sec.gov. Please include File Number SR-NYSE-2021-42 on the subject line.
Paper Comments
• Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
[top] All submissions should refer to File Number SR-NYSE-2021-42. 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 ( http://www.sec.gov/rules/sro.shtml ). 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 10:00 a.m. and 3:00 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change. Persons submitting comments are cautioned that we do not redact or edit personal identifying information from
For the Commission, by the Division of Trading and Markets, pursuant to delegated authority. 47
Footnotes:
47 ?17 CFR 200.30-3(a)(57).
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-26625 Filed 12-8-21; 8:45 am]
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