Federal Register / Vol. 89, No. 4 / Friday, January 5, 2024 / Notices 817 

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

2 17 CFR 240.19b–4. 

3See Sec. 140 (Original Listing Fees) and Sec. 141 

(Annual Fees) of the Company Guide. The 

Exchange currently charges original and annual 

listing fees on a tiered basis, based on the number 

of shares outstanding. With respect to original 

listing fees, issuers currently pay $50,000 if they 

have less than 5,000,000 shares outstanding, 

$55,000 if they have 5,000,000 to 10,000,000 shares 

outstanding, $60,000 if they have 10,000,001 to 

15,000,000 shares outstanding and $75,000 if they 

have in excess of 15,000,000 shares outstanding. 

With respect to annual listing fees, issuers currently 

pay $55,000 if they have 50,000,000 shares or less 

outstanding and $75,000 if they have in excess of 

50,000,000 shares outstanding. 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–99256; File No. SR– 

NYSEAMER–2023–64] 

Self-Regulatory Organizations; NYSE 

American LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Change To Adopt New Section 145a of 

the NYSE American Company Guide 

December 29, 2023. 

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 December 

21, 2023, NYSE American LLC (‘‘NYSE 

American’’ or the ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the selfregulatory organization. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to adopt new 

Section 145a of the NYSE American 

Company Guide (the ‘‘Company Guide’’) 

to implement a flat original listing and 

annual fee for Acquisition Companies 

(as defined below). The proposed rule 

change is available on the Exchange’s 

website at www.nyse.com, at the 

principal office of the Exchange, and at 

the Commission’s Public Reference 

Room. 

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 

self-regulatory organization 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 those 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 parts 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 adopt new 

Section 145a of the Company Guide to 

implement a flat original listing and 

annual fee for companies that are listed 

on the Exchange pursuant to Sec. 119 

(Listing of Companies Whole Business 

Plan is to Complete One or More 

Acquisitions) of the Company Guide 

(‘‘Acquisition Companies’’). The 

proposed changes will take effect from 

the beginning of the calendar year 

commencing on January 1, 2024. 

The Exchange currently charges 

Acquisition Companies original and 

annual listing fees based on a tiered fee 

schedule that is applicable to companies 

listing equity securities on the 

Exchange. The original and annual 

listing fees are calculated based on 

shares outstanding.3 Commencing 

January 1, 2024, the Exchange proposes 

to charge Acquisition Companies a flat 

original and annual listing fee of 

$85,000. 

The Exchange proposes to make this 

change to better reflect the value of such 

listing to Acquisition Companies. In 

particular, the Exchange believes it is 

reasonable to apply a flat original and 

annual listing fee for Acquisition 

Companies because the value of the 

listing for an Acquisition Company, 

given the limited scope of operation 

(unlike operating companies) and the 

requirement to engage in a merger or 

acquisition with one or more 

unidentified companies within 36 

months of the effectiveness of the 

Acquisition Company’s IPO registration 

statement, is substantially similar 

regardless of the number of shares the 

Acquisition Company has outstanding. 

As revised, all Acquisition Companies 

listed on the Exchange would pay the 

same original and annual listing fee and 

will pay a higher fee under the proposed 

flat fee than under the current rate. The 

Exchange believes that the adoption of 

a flat initial and annual fee for 

Acquisition Companies of $85,000 is not 

unfairly discriminatory because the 

value of the listing to an Acquisition 

Company is substantially similar 

regardless of the number of shares that 

an Acquisition Company has 

outstanding. In addition, the Exchange 

believes that it is not unfairly 

discriminatory for Acquisition 

Companies to pay a higher original and 

annual listing fee than is paid by other 

companies listing on the Exchange. Due 

to the substantial increase in new 

listings of Acquisition Companies on 

the Exchange over the last several years, 

the Exchange has devoted additional 

resources to review Acquisition 

Company IPOs, post-listing shareholder 

meeting requests, and subsequent 

business combination transactions. In 

particular, the Exchange notes that 

business combination transactions have 

become increasingly complex and 

require greater levels of analysis. 

Historically, many Acquisition 

Companies seeking to list on the 

Exchange have shares outstanding that 

placed them in the upper tiers of the 

current original listing fee structure. 

Therefore, the Exchange believes that 

adopting a flat original listing fee will 

represent an increase that is directly 

proportional to the resources devoted to 

Acquisition Companies. 

In adopting a flat original and annual 

listing fee for Acquisition Companies, 

the Exchange notes that it is mirroring 

the fee structure in place on the New 

York Stock Exchange and the Nasdaq 

Stock Market (which charges 

Acquisition Companies the same flat 

entry and annual listing fee regardless of 

whether such Acquisition Company is 

listed on the Nasdaq Global Select, 

Nasdaq Global or Nasdaq Capital 

Market). The Exchange believes it is 

appropriate to align its fee structure for 

Acquisition Companies with the fee 

structure in place on other national 

securities exchanges, even if the 

proposed fee structure results in 

Acquisition Companies paying higher 

entry or annual listing fees than they do 

currently. To that end, the Exchange 

notes that its proposed fee and fee 

structure for Acquisition Companies is 

comparable to that of other exchanges in 

that (i) the value of a listing to an 

Acquisition Company is the same 

regardless of the exchange on which it 

is listed, and (ii) no exchange provides 

Acquisition Companies with 

complimentary services (unlike certain 

categories of operating companies). 

Therefore, the Exchange believes it is 

appropriate for its fee structure to be 


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818 Federal Register / Vol. 89, No. 4 / Friday, January 5, 2024 / Notices 

4See, for example, Section 902.11 of the NYSE 

Listed Company Manual and Nasdaq Rules 

5910(a)(1)(B), 5910(b)(2)(F), 5920(a)(1)(B) and 

5920(b)(2)(G). The Exchange notes that Acquisition 

Companies listed on the New York Stock Exchange 

pay a flat initial and annual fee of $85,000. 

5 15 U.S.C. 78f(b). 

6 15 U.S.C. 78f(b)(4). 

7 15 U.S.C. 78f(b)(5). 

8Release No. 34–51808 (June 9, 2005); 70 FR 

37496 (June 29, 2005). 

9See Regulation NMS, 70 FR at 37499. 10 15 U.S.C. 78s(b)(3)(A). 

aligned with the fee structures in place 

on other listing venues.4

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act,5 in general, and 

furthers the objectives of Section 

6(b)(4) 6 of the Act, in particular, in that 

it is designed to provide for the 

equitable allocation of reasonable dues, 

fees, and other charges. The Exchange 

also believes that the proposed rule 

change is consistent with Section 6(b)(5) 

of the Act,7 in that it is designed 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 and is not designed to 

permit unfair discrimination between 

customers, issuers, brokers, or dealers. 

The Exchange believes that it is not 

unfairly discriminatory and represents 

an equitable allocation of reasonable 

fees to adopt new Sec. 145a of the 

Company Guide to enact a flat original 

and annual listing fee for Acquisition 

Companies. 

The Exchange believes that the 

proposed changes to its original and 

annual fees for Acquisition Companies 

are reasonable. The Exchange operates 

in a highly competitive marketplace for 

the listing of Acquisition Companies. 

The Commission has repeatedly 

expressed its preference for competition 

over regulatory intervention in 

determining prices, products, and 

services in the securities markets. 

Specifically, in Regulation NMS,8 the 

Commission highlighted the importance 

of market forces in determining prices 

and SRO revenues and, also, recognized 

that current regulation of the market 

system ‘‘has been remarkably successful 

in promoting market competition in its 

broader forms that are most important to 

investors and listed companies.’’ 9

The Exchange believes that the evershifting market share among the 

exchanges with respect to new listings 

and the transfer of existing listings 

between competitor exchanges 

demonstrates that issuers can choose 

different listing markets in response to 

fee changes. Accordingly, competitive 

forces constrain exchange listing fees. 

Stated otherwise, changes to exchange 

listing fees can have a direct effect on 

the ability of an exchange to compete for 

new listings and retain existing listings. 

The Exchange believes the proposed 

change to apply a flat original and 

annual listing fee for all Acquisition 

Companies is reasonable, and not 

unfairly discriminatory, because the 

value of the listing to an Acquisition 

Company, and the Exchange’s costs in 

regulating and supporting the listing of 

an Acquisition Company, is 

substantially similar regardless of the 

number of shares that an Acquisition 

Company has outstanding. As revised, 

all Acquisition Companies listed on the 

Exchange would pay the same original 

and annual listing fee and will pay a 

higher fee under the proposed flat fee 

than under the current rate. The 

Exchange believes that the adoption of 

a flat initial and annual fee for 

Acquisition Companies is not unfairly 

discriminatory because the value of the 

listing to an Acquisition Company is 

substantially similar regardless of the 

number of shares that an Acquisition 

Company has outstanding. In addition, 

the Exchange believes that it is not 

unfairly discriminatory for Acquisition 

Companies to pay a higher original and 

annual listing fee of $85,000 than is 

paid by other companies listing on the 

Exchange. Due to the substantial 

increase in new listings of Acquisition 

Companies on the Exchange over the 

last several years, the Exchange has 

devoted additional resources to review 

Acquisition Company IPOs, post-listing 

shareholder meeting requests, and 

subsequent business combination 

transactions. In particular, the Exchange 

notes that business combination 

transactions have become increasingly 

complex and require greater levels of 

analysis. Historically, many Acquisition 

Companies seeking to list on the 

Exchange have shares outstanding that 

placed them in the upper tiers of the 

current original listing fee structure. 

Therefore, the Exchange believes that 

adopting a flat original listing fee of 

$85,000 will represent an increase that 

is proportional to the resources devoted 

to Acquisition Companies. 

Pricing for the listing of similar 

securities on other national securities 

exchanges was also considered, and, for 

the reasons discussed above in the 

Purpose section, the Exchange believes 

that the proposed flat original and 

annual listing fee is reasonable given the 

competitive landscape. 

For the foregoing reasons, the 

Exchange believes that the proposal is 

consistent with 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 market 

for listing services is extremely 

competitive and listed companies may 

freely choose alternative venues. For 

this reason, the Exchange does not 

believe the proposed rule change will 

result in any burden on competition for 

listings. The Exchange also does not 

believe that the proposed rule change 

will have any meaningful impact on 

competition among listed companies 

because all similarly situated companies 

will be charged the same fee. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective upon filing pursuant to Section 

19(b)(3)(A) 10 of the Act and paragraph 

(f) thereunder. At any time within 60 

days of the filing of the proposed rule 

change, the Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. 

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 

• 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– 

NYSEAMER–2023–64 on the subject 

line. 


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Federal Register / Vol. 89, No. 4 / Friday, January 5, 2024 / Notices 819 

11 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3The Exchange proposes to amend Exchange 

Rule 404(a) to provide that proposed Interpretation 

and Policy .13 to Exchange Rule 404 will describe 

how the Exchange will fix a specific expiration date 

and exercise price for Monthly Options Series and 

that proposed Interpretation and Policy .13 to 

Exchange Rule 404 will govern the procedures for 

opening Monthly Options Series, respectively. This 

is consistent with language in current Exchange 

Rules 404(a) for other Short Term Options Series 

and Quarterly Options Series. 

4Currently, Cboe Exchange, Inc. has a similar 

program. See Securities Exchange Act Release No. 

98915 (Nov. 13, 2023) (SR–CBOE–2023–049) (Order 

Approving a Proposed Rule Change To Adopt 

Monthly Options Series). 

5The Exchange notes this provision considers 

consecutive monthly listings. In other words, as 

other expirations (such as Quarterly Options Series) 

are not counted as part of the maximum, those 

expirations would not be considered when 

considering when the last expiration date would be 

if the maximum number were listed consecutively. 

For example, if it is January 2024 and the Exchange 

lists Quarterly Options Series in class ABC with 

expirations in March, June, September, December, 

and the following March, the Exchange could also 

list Monthly Options Series in class ABC with 

expirations in January, February, April, May, July, 

August, October, and November 2024 and January 

and February of 2025. This is because, if Quarterly 

Options Series, for example, were counted, the 

Exchange would otherwise never be able to list the 

maximum number of Monthly Options Series. This 

is consistent with the listing provisions for 

Quarterly Options Series, which permit calendar 

quarter expirations. The need to list series with the 

same expiration in the current calendar year and 

the following calendar year (whether Monthly or 

Quarterly expiration) is to allow market participants 

to execute one-year strategies pursuant to which 

they may not roll their exposures in the longerdated options (e.g., January 2025) prior to the 

expiration of the nearer-dated option (e.g., January 

2024). 

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–NYSEAMER–2023–64. 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 

a.m. and 3 p.m. 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–NYSEAMER–2023–64 and should 

be submitted on or before January 26, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.11

Christina Z. Milnor, 

Assistant Secretary. 

[FR Doc. 2023–29006 Filed 1–4–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–99251; File No. SR– 

PEARL–2023–72] 

Self-Regulatory Organizations; MIAX 

PEARL, LLC; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Amend Exchange 

Rule 404, Series of Option Contracts 

Open for Trading 

December 29, 2023. 

Pursuant to the provisions of 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 December 22, 2023, MIAX PEARL, 

LLC (‘‘MIAX Pearl’’ or ‘‘Exchange’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’) a 

proposed rule change as described in 

Items I and II 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. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange is filing a proposal to 

amend Exchange Rule 404, Series of 

Option Contracts Open for Trading. 

The text of the proposed rule change 

is available on the Exchange’s website at 

https://www.miaxglobal.com/markets/ 

us-options/pearl-options/rule-filings, at 

MIAX Pearl’s principal office, and at the 

Commission’s Public Reference Room. 

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 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend 

Rule 404 to accommodate the listing of 

options series that would expire at the 

close of business on the last business 

day of a calendar month (‘‘Monthly 

Options Series’’). 

Pursuant to new proposed 

Interpretation and Policy .13 to 

Exchange Rule 404, the Exchange may 

list Monthly Options Series for up to 

five currently listed option classes that 

are either index options or options on 

exchange-traded funds (‘‘ETFs’’).3 In 

addition, the Exchange may also list 

Monthly Options Series on any options 

classes that are selected by other 

securities exchanges that employ a 

similar program under their respective 

rules.4 The Exchange may list 12 

expirations for Monthly Options Series. 

Monthly Options Series need not be for 

consecutive months; however, the 

expiration date of a nonconsecutive 

expiration may not be beyond what 

would be considered the last expiration 

date if the maximum number of 

expirations were listed consecutively.5

Other expirations in the same class are 

not counted as part of the maximum 

numbers of Monthly Options Series 


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