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###### Securities and Exchange Commission

          - [Release No. 34-99433; File No. SR-NASDAQ-2023-022]

                    On July 12, 2023, 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 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 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 September 29, 2023, the Commission instituted proceedings under Section 19(b)(2)(B) of Act [6]                                          to determine whether to approve or disapprove the proposed rule change.[7]                                          On September 29, 2023, the Exchange filed Amendment No. 1 to the proposed rule change, which amended and replaced the proposed rule change in its entirety.[8]                                          On January 22, 2024, the Exchange filed Amendment No. 2 to the proposed rule change which amended and replaced the proposed rule change, as modified by Amendment No. 1, in its entirety.[9]                                          The Commission has received no comment letters on the proposed rule change.                

                    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 July 31, 2023.[11]                                          The 180th day after publication of the proposed rule change is January 27, 2024. The Commission is extending the time period for approving or disapproving the proposed rule change, as modified by Amendment No. 2, for an additional 60 days.                

                    The Commission finds it appropriate to designate a longer period within which to issue an order approving or disapproving the proposed rule change, as modified by Amendment No. 2, 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 March 27, 2024, as the date by which the Commission shall either approve or disapprove the proposed rule change, as modified by Amendment No. 2 (File No. SR-NASDAQ-2023-022).                

                        For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.[13] 

Sherry R. Haywood,

Assistant Secretary.

# Footnotes

1.                             15 U.S.C. 78s(b)(1).                    
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2.                             17 CFR 240.19b-4.                    
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3.                                                     *See*                         Securities Exchange Act Release No. 97985 (July 25, 2023), 88 FR 49508.                    
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4.                             15 U.S.C. 78s(b)(2).                    
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5.                                                     *See*                         Securities Exchange Act Release No. 98366, 88 FR 63999 (Sept. 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.                    
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6.                             15 U.S.C. 78s(b)(2)(B).                    
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7.                                                     *See*                         Securities Exchange Act Release No. 98659, 88 FR 68726 (Oct. 4, 2023).                    
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8.                             Amendment No. 1 is available at                         *https://www.sec.gov/​comments/​sr-nasdaq-2023-022/​srnasdaq2023022-267740-644342.pdf.*
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9.                             Amendment No. 2 is available at                         *https://www.sec.gov/​comments/​sr-nasdaq-2023-022/​srnasdaq2023022-414859-982462.pdf.*
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10.                             15 U.S.C. 78s(b)(2).                    
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11.                                                     *See supra*                         note 3.                    
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12.                             15 U.S.C. 78s(b)(2).                    
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13.                                 17 CFR 200.30-3(a)(57).                        
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[FR Doc. 2024-01949 Filed 1-31-24; 8:45 am]

BILLING CODE 8011-01-P