68726 Federal Register / Vol. 88, No. 191 / Wednesday, October 4, 2023 / Notices 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 97985 

(July 25, 2023), 88 FR 49508 (July 31, 2023) 

(‘‘Notice’’). 

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

5See Securities Exchange Act Release No. 99366, 

88 FR 63999 (September 18, 2023). The 

Commission designated October 29, 2023, 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). 

7https://www.nasdaqtrader.com/MicroNews.

aspx?id=ERA2022-9. 

8Nasdaq also described that it had observed 

instances in the Fall of 2022 of unusually high price 

spikes immediately following the pricing of certain 

IPOs on the Exchange, mostly with respect to smallcap companies whose offerings were less than $25 

million. The IPOs that were the subject of these 

extreme price spikes then experienced equally 

dramatic price declines to a level at or below the 

offering price. See Notice, supra note 3, 88 FR at 

49509. 

9See Nasdaq General Rules, General 1, Section 

1(b)(11) for the definition of ‘‘member’’ or ‘‘Nasdaq 

Member’’. 

10Under the proposal ‘‘Principal underwriter’’ is 

defined as having the same definition used in Rule 

405 promulgated under the Securities Act of 1933 

(‘‘Securities Act’’). Rule 405 under the Securities 

Act states that the term principal underwriter 

means an underwriter in privity of contract with the 

issuer of the securities as to which he is 

underwriter. Such definition provides that the term 

‘‘issuer’’ in the definition of ‘‘principal 

underwriter’’ has the meaning given in Sections 

2(4) and 2(11) of the Securities Act. 17 CFR 

230.405. 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–462, OMB Control No. 

3235–0521] 

Proposed Collection; Comment 

Request; Extension: Rule 425 

Upon Written Request Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736 

Notice is hereby given, that pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.), the Securities 

and Exchange Commission 

(‘‘Commission’’) is soliciting comments 

on the collection of information 

summarized below. The Commission 

plans to submit this existing collection 

of information to the Office of 

Management and Budget for extension 

and approval. 

Rule 425 (17 CFR 230.425) under the 

Securities Act of 1933 (15 U.S.C. 77a et 

seq.) requires the filing of certain 

prospectuses and communications 

under Rule 135 (17 CFR 230.135) and 

Rule 165 (17 CFR 230.165) in 

connection with business combination 

transactions. The purpose of the rule is 

to permit more oral and written 

communications with shareholders 

about tender offers, mergers and other 

business combination transactions on a 

more timely basis, so long as the written 

communications are filed on the date of 

first use. Approximately 5,370 issuers 

file communications under Rule 425 at 

an estimated 0.25 hours per response for 

a total 1,343 annual burden hours (0.25 

hours per response × 5,370 responses). 

Written comments are invited on: (a) 

whether this proposed collection of 

information is necessary for the proper 

performance of the functions of the 

agency, including whether the 

information will have practical utility; 

(b) the accuracy of the agency’s estimate 

of the burden imposed by the collection 

of information; (c) ways to enhance the 

quality, utility, and clarity of the 

information collected; and (d) ways to 

minimize the burden of the collection of 

information on respondents, including 

through the use of automated collection 

techniques or other forms of information 

technology. Consideration will be given 

to comments and suggestions submitted 

in writing within 60 days of this 

publication by December 4, 2023. 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

unless it displays a currently valid 

control number. 

Please direct your written comment to 

David Bottom, Director/Chief 

Information Officer, Securities and 

Exchange Commission, c/o John 

Pezzullo, 100 F Street NE, Washington, 

DC 20549 or send an email to: PRA_

Mailbox@sec.gov. 

Dated: September 28, 2023. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2023–21927 Filed 10–3–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–98659; File No. SR– 

NASDAQ–2023–022] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Order 

Instituting Proceedings To Determine 

Whether To Approve or Disapprove a 

Proposed Rule Change To Create a 

New, Non-Trading Limited Underwriter 

Membership Class and Impose Related 

Requirements for Principal 

Underwriting Activity 

September 29, 2023. 

I. Introduction 

On July 12, 2023, The Nasdaq Stock 

Market LLC (‘‘Nasdaq’’ 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 create a new, non-trading 

limited underwriter membership class 

and impose related requirements for 

principal underwriting activity in 

connection with a company applying for 

initial listing on the exchange with a 

transaction involving an underwriter. 

The proposed rule change was 

published for comment in the Federal 

Register on July 31, 2023.3 On 

September 12, 2023, pursuant to Section 

19(b)(2) of the Exchange 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 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 

Nasdaq states in its proposal that it 

recently issued an Equity Regulatory 

Alert 7 that highlighted the important 

role of underwriters as gatekeepers in 

the initial public offerings (‘‘IPO’’) 

process and the applicability of market 

rules and the federal securities laws.8

Nasdaq states that notwithstanding the 

important role of underwriters, the 

Exchange does not currently require 

underwriters of companies that are 

going pubic on the Exchange to be 

Exchange members.9

Nasdaq therefore is proposing to 

amend its rules to create a new, limited 

membership class for those 

underwriters seeking only to perform 

underwriting activity as the principal 

underwriter on the Exchange 10 (and not 

seeking access to trade via the Nasdaq 

Market Center) and to require a 

company applying for initial listing in 

connection with a transaction involving 

an underwriter to have a principal 


lotter on DSK11XQN23PROD with NOTICES1