10378 Federal Register / Vol. 86, No. 32 / Friday, February 19, 2021 / Notices 

35 15 U.S.C. 78s(b)(2). 

36 15 U.S.C. 78s(b)(2). 

37 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 89564 

(August 14, 2020), 85 FR 51531 (‘‘Notice’’). 

4 15 U.S.C. 78s(b)(2). 

5See Securities Exchange Act Release No. 90062, 

85 FR 63312 (October 7, 2020). 

6Amendment No. 1 is available on the 

Commission’s website at: https://www.sec.gov/ 

comments/sr-cboe-2020-075/srcboe2020075- 

7940531-224727.pdf. 

7 15 U.S.C. 78s(b)(2)(B). 

8See Securities Exchange Act Release No. 90457, 

85 FR 75071 (November 24, 2020). 

9Amendment No. 2 is available on the 

Commission’s website at: https://www.sec.gov/ 

comments/sr-cboe-2020-075/srcboe2020075- 

8330243-228699.pdf. 

10 15 U.S.C. 78s(b)(2). 

11See supra note 3. 

12 15 U.S.C. 78s(b)(2). 

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 this 

filing will also 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 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–BX–2020–032 and should 

be submitted on or before March 12, 

2021. 

V. Accelerated Approval of Proposed 

Rule Change, as Modified by 

Amendment No. 1 

The Commission finds good cause to 

approve the proposed rule change, as 

modified by Amendment No. 1, prior to 

the thirtieth day after the date of 

publication of Amendment No. 1 in the 

Federal Register. In Amendment No. 1, 

the Exchange provided additional 

information to clarify and support the 

proposal, and did not materially change 

the substance of the proposal over what 

the Commission published in the 

Federal Register. Among other things, 

in the Amendment the Exchange 

committed to freely and publicly post a 

‘‘report’’ in which it will detail the 

weekly series that it will list under the 

proposal, along with information on the 

applicable strike interval tier and the 

underlying Customer ADV and 

underlying share price values upon 

which it determined the applicable 

strike interval. That information should 

be useful to market participants, as well 

as other options exchanges, as it will 

provide transparency into how BX 

applied its rule and should remove any 

potential for confusion that could be 

presented by a lack of transparency into 

the applicable strike intervals BX will 

apply under the new rule. Further, the 

Exchange added detail to address when 

the new rule will apply to a new option 

(e.g., an option on a recent initial public 

offering), which will provide certainty 

as to how the new rule applies in such 

cases. Accordingly, the Commission 

finds good cause, pursuant to Section 

19(b)(2) of the Act,35 to approve the 

proposed rule change, as modified by 

Amendment No. 1, on an accelerated 

basis. 

VI. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,36 that the 

proposed rule change SR–BX–2020–032, 

as modified by Amendment No. 1 be, 

and hereby is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.37

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 2021–03342 Filed 2–18–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–91127; File No. SR–CBOE– 

2020–075] 

Self-Regulatory Organizations; Cboe 

Exchange, Inc.; Notice of Designation 

of a Longer Period for Commission 

Action on Proceedings To Determine 

Whether To Approve or Disapprove a 

Proposed Rule Change, as Modified by 

Amendment No. 2, To Make Qualified 

Contingent Cross Orders Available for 

FLEX Option Trading 

February 12, 2021. 

On August 3, 2020, Cboe Exchange, 

Inc. 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 make Qualified 

Contingent Cross Orders available for 

FLEX option trading. The proposed rule 

change was published in the Federal 

Register on August 20, 2020.3 On 

October 1, 2020, 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 On October 23, 2020, the 

Exchange submitted Amendment No. 1 

to the proposed rule change, which 

replaced and superseded the proposed 

rule change as originally filed.6 On 

November 18, 2020, the Commission 

instituted proceedings under Section 

19(b)(2)(B) of the Act 7 to determine 

whether to approve or disapprove the 

proposed rule change, as modified by 

Amendment No. 1.8 On February 2, 

2021, the Exchange submitted 

Amendment No. 2 to the proposed rule 

change, which replaced and superseded 

the proposed rule change, as modified 

by Amendment No. 1.9

Section 19(b)(2) of the Act 10 provides 

that, after initiating proceedings, the 

Commission shall issue an order 

approving or disapproving the proposed 

rule change not later than 180 days after 

the date of publication of notice of filing 

of the proposed rule change. The 

Commission may extend the period for 

issuing an order approving or 

disapproving the proposed rule change, 

however, by not more than 60 days if 

the Commission determines that a 

longer period is appropriate and 

publishes the reasons for such 

determination. The proposed rule 

change was published for comment in 

the Federal Register on August 20, 

2020.11 The 180th day after publication 

of the Notice is February 16, 2021. The 

Commission is extending the time 

period for approving or disapproving 

the proposal for an additional 60 days. 

The Commission finds that it is 

appropriate to designate a longer period 

within which to issue an order 

approving or disapproving the proposed 

rule change so that it has sufficient time 

to consider the proposed rule change, as 

modified by Amendment No. 2. 

Accordingly, the Commission, pursuant 

to Section 19(b)(2) of the Act,12

designates April 17, 2021, as the date by 

which the Commission shall either 

approve or disapprove the proposed 

rule change (File Number SR–CBOE– 

2020–075), as modified by Amendment 

No. 2. 


tkelley on DSKBCP9HB2PROD with NOTICES
Federal Register / Vol. 86, No. 32 / Friday, February 19, 2021 / Notices 10379 

13 17 CFR 200.30–3(a)(57). 

1 15 U.S.C.78s(b)(1). 

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 90382 

(November 9, 2020), 85 FR 73121 (‘‘Notice’’). 

4 15 U.S.C. 78s(b)(2). 

5See Securities Exchange Act Release No. 90739, 

85 FR 85759 (December 29, 2020). 

6 15 U.S.C. 78s(b)(2)(B). 

7See Securities Exchange Act Release No. 57785 

(May 6, 2008), 73 FR 27597 (May 13, 2008) (SR– 

NYSE–2008–17) (adopting Section 102.06 of the 

Listed Company Manual (‘‘Manual’’). See also 

Notice, supra note 3. 

8See Section 102.06 of the Manual. Under 

Section 102.06 of the Manual, if a vote is not held 

on the business combination the company must 

provide all shareholders with the opportunity to 

redeem all their shares into a pro rata share of the 

funds held in escrow pursuant to Rule 13e–4 and 

Regulation 14E under the Securities Exchange Act 

of 1934, which regulates issuer tender offers. 

9See Section 802.01B of the Manual. The 

applicable requirement is 400 holders of round lots. 

10See Notice, supra note 3, at 73122. 

11See proposed amendment to Section 802.01B of 

the Manual. See also Notice, supra note 3, at 73122. 

12NYSE states, for example, that the merger 

agreement may result in the Acquisition Company 

issuing a round lot of shares to more than 400 

holders of the target of the business combination at 

closing. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.13

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 2021–03344 Filed 2–18–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–91120; File No. SR–NYSE– 

2020–90] 

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 

Requirement Applicable to Special 

Purpose Acquisition Companies Upon 

Consummation of a Business 

Combination Concerning Compliance 

With the Round Lot Shareholder 

Requirement 

February 12, 2021. 

I. Introduction 

On October 27, 2020, 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’’) 1 and Rule 

19b–4 thereunder,2 a proposed rule 

change to amend its listing requirements 

applicable to special purpose 

acquisition companies (‘‘SPACs’’ or 

‘‘Acquisition Companies’’) upon 

consummation of a business 

combination by allowing such 

companies 15 calendar days following 

the closing of a business combination to 

demonstrate compliance with the 

Exchange’s round lot shareholder 

requirement. The proposed rule change 

was published for comment in the 

Federal Register on November 16, 

2020.3 On December 21, 2020, 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 to February 14, 

2021.5 The Commission has received no 

comment letters on the proposed rule 

change. The Commission is instituting 

proceedings pursuant to Section 

19(b)(2)(B) of the Act 6 to determine 

whether to approve or disapprove the 

proposed rule change. 

II. Description of the Proposed Rule 

Change 

An Acquisition Company or SPAC is 

a company whose business plan is to 

complete an initial public offering and 

engage in a merger or acquisition with 

one or more unidentified companies 

within a specific period of time.7

NYSE’s listing rules require, among 

other things, a SPAC to deposit and 

retain at least 90% of the proceeds from 

its initial public offering (‘‘IPO’’) in an 

escrow account, complete one or more 

business combinations having an 

aggregate fair market value of at least 

80% of the value of the escrow account 

within 36 months of the effectiveness of 

its IPO registration statement, and 

provide the public shareholders, if a 

vote is held, who object to the business 

combination with the right to convert 

their common stock into a pro rata share 

of the funds held in escrow.8

Following each business combination, 

the combined company is subject to 

Section 801 and Section 802.01 of the 

Manual in its entirety and will be 

required immediately to meet those 

requirements, which include: (i) A price 

per share of at least $4.00; (ii) a global 

market capitalization of at least 

$150,000,000; (iii) an aggregate market 

value of publicly-held shares of at least 

$40,000,000; and (iv) the requirements 

with respect to shareholders and 

publicly-held shares set forth in Section 

102.01A for companies listing in 

connection with an initial public 

offering, including the round lot 

shareholder requirement.9 If the 

combined company does not meet the 

requirements of Sections 801 and 802.01 

of the Manual following a business 

combination, Section 802.01B of the 

Manual provides that a SPAC will be 

promptly subject to suspension and 

delisting proceedings. 

In its proposal, the Exchange stated 

that its existing rules require that ‘‘an 

Acquisition Company must satisfy all 

initial listing requirements immediately 

upon consummation of its Business 

Combination.’’ 10 The Exchange 

asserted, however, that Section 802.01B 

of the Manual does not provide a 

timetable for the company to 

demonstrate that it satisfies those 

requirements. Accordingly, the 

Exchange proposed to specify that if the 

SPAC demonstrates that it will satisfy 

all requirements except the applicable 

round lot shareholder requirement, then 

the SPAC will receive 15 calendar days 

following the closing to demonstrate 

that it satisfied the applicable round lot 

shareholder requirement immediately 

following the transaction’s closing. 

In addition, the Exchange stated that, 

when a listed SPAC consummates its 

business combination, the Exchange 

also considers whether the business 

combination gives rise to a ‘‘back door 

listing’’ as described in Section 

703.08(E) of the Manual. If the resulting 

company would not qualify for original 

listing, including by not meeting the 

applicable distribution standards, the 

Exchange will promptly initiate 

suspension and delisting of the SPAC. 

The Exchange proposed to modify its 

rule in relation to business 

combinations that give rise to a ‘‘back 

door listing’’ to specify that if the SPAC 

demonstrates that it will satisfy all 

requirements except the applicable 

round lot shareholder requirement, then 

the company will receive 15 calendar 

days following the closing to 

demonstrate that it satisfied the 

applicable round lot shareholder 

requirement immediately following the 

transaction’s closing.11

The Exchange stated that it 

determines compliance with the round 

lot shareholder requirement at the time 

of a business combination by reviewing 

a company’s public disclosures and 

information provided by the company 

about the transaction.12 According to 

the Exchange, if it cannot determine 

compliance using public information, it 

will typically request the company to 

provide additional information such as 

registered shareholder lists from the 

company’s transfer agent, data from 

Cede & Co. about shares held in street 

name, or data from broker-dealers and 

third parties that distribute information 

such as proxy materials for the brokerdealers. If the company can provide 

information demonstrating compliance 

before the business combination closes, 


tkelley on DSKBCP9HB2PROD with NOTICES