90 FR 143 pgs. 35744-35745 - 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 VanEck Avalanche ETF Under Nasdaq Rule 5711(d) (Commodity-Based Trust Shares)
Type: NOTICEVolume: 90Number: 143Pages: 35744 - 35745
Pages: 35744, 35745Docket number: [Release No. 34-103543; File No. SR-NASDAQ-2025-032]
FR document: [FR Doc. 2025-14235 Filed 7-28-25; 8:45 am]
Agency: Securities and Exchange Commission
Official PDF Version: PDF Version
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-103543; File No. SR-NASDAQ-2025-032]
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 VanEck Avalanche ETF Under Nasdaq Rule 5711(d) (Commodity-Based Trust Shares)
July 24, 2025.
I. Introduction
On April 9, 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 VanEck Avalanche ETF ("Trust") under Nasdaq Rule 5711(d) (Commodity-Based Trust Shares). The proposed rule change was published for comment in the Federal Register on April 29, 2025. 3
Footnotes:
1 ?15 U.S.C. 78s(b)(1).
2 ?17 CFR 240.19b-4.
3 ? See Securities Exchange Act Release No. 102917 (Apr. 23, 2025), 90 FR 17846 ("Notice"). Comments received on the proposed rule change are available at: https://www.sec.gov/comments/sr-nasdaq-2025-032/srnasdaq2025032.htm.
[top] On June 12, 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
Footnotes:
4 ?15 U.S.C. 78s(b)(2).
5 ? See Securities Exchange Act Release No. 103239, 90 FR 25707 (June 17, 2025). The Commission designated July 28, 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).
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.
Footnotes:
7 ? See Notice, supra note 3.
According to the Exchange, the investment objective of the Trust is for the Shares to reflect the performance of the price of AVAX, 8 less the expenses of the Trust's operations. 9 In seeking to achieve its investment objective, the Trust will hold AVAX and will value its Shares daily based on the reported MarketVector Avalanche Benchmark Rate ("Index"). 10 When the Trust sells or redeems its Shares, it will do so in cash and in-kind transactions with authorized participants in blocks of 25,000 Shares. 11 The Sponsor may, from time to time, stake a portion of the Trust's assets through one or more trusted staking providers, which may include an affiliate of the Sponsor, and, in consideration for any staking activity in which the Trust may engage, the Trust would receive certain staking rewards of AVAX tokens. 12
Footnotes:
8 ?The Exchange states that AVAX is the native token of the Avalanche network and is a digital asset that is created and transmitted through the operations of the peer-to-peer Avalanche network, a dispersed network of computers that operates on cryptographic software protocols based on open source code. See id. at 17846.
9 ? See id. at 17847. VanEck Digital Assets, LLC is the sponsor of the Trust and Delaware Trust Company is the trustee of the Trust. A third party custodian will be responsible for the custody of the Trust's AVAX. See id. at 17846.
10 ? See id. at 17846. The Exchange states that the Index is calculated based on prices contributed by trading platforms that the Sponsor's affiliate, MarketVector Indexes GmbH, believes represent the top five AVAX trading platforms based on the industry leading CCData Centralized Exchange Benchmark review report. See id.
11 ? See id.
12 ? See id.
III. Proceedings To Determine Whether To Approve or Disapprove SR-NASDAQ-2025-032 and Grounds for Disapproval Under Consideration
The Commission is instituting proceedings pursuant to Section 19(b)(2)(B) of the Act? 13 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.
Footnotes:
13 ?15 U.S.C. 78s(b)(2)(B).
Pursuant to Section 19(b)(2)(B) of the Act, 14 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."? 15
Footnotes:
14 ? Id.
15 ?15 U.S.C. 78f(b)(5).
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 hold AVAX, 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. 16
Footnotes:
16 ?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).
Interested persons are invited to submit written data, views, and arguments regarding whether the proposed rule change should be approved or disapproved by August 19, 2025. Any person who wishes to file a rebuttal to any other person's submission must file that rebuttal by September 2, 2025.
Comments may be submitted by any of the following methods:
Electronic Comments
• Use the Commission's internet comment form ( https://www.sec.gov/rules/sro.shtml ); or
• Send an email to rule-comments@sec.gov. Please include file number SR-NASDAQ-2025-032 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.
All submissions should refer to file number SR-NASDAQ-2025-032. 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 ( https://www.sec.gov/rules/sro.shtml ). 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-NASDAQ-2025-032 and should be submitted on or before August 19, 2025. Rebuttal comments should be submitted by September 2, 2025.
For the Commission, by the Division of Trading and Markets, pursuant to delegated authority. 17
Footnotes:
17 ?17 CFR 200.30-3(a)(57).
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-14235 Filed 7-28-25; 8:45 am]
BILLING CODE 8011-01-P