Federal Register / Vol. 89, No. 213 / Monday, November 4, 2024 / Notices 87661 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4Part 12 of the Company Guide provides that 

these companies can seek review of a delisting 

determination from the Committee for Review of 

the Board of Directors of the Exchange. 

performance of the functions of the 

Commission, including whether the 

information shall have practical utility; 

(b) the accuracy of the Commission’s 

estimate of the burden of 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 

by January 3, 2025. 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

under the PRA unless it displays a 

currently valid OMB control number. 

Please direct your written comments 

to: Austin Gerig, Director/Chief Data 

Officer, Securities and Exchange 

Commission, c/o Tanya Ruttenberg, 100 

F Street NE, Washington, DC 20549 or 

send an email to: PRA_Mailbox@

sec.gov. 

Dated: October 29, 2024. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–25547 Filed 11–1–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101457; File No. SR– 

NYSEAMER–2024–61] 

Self-Regulatory Organizations; NYSE 

American LLC; Notice of Filing of 

Proposed Change Amending Section 

1003 of the NYSE American LLC 

Company Guide To Provide for the 

Suspension and Delisting of Any 

Company That: (i) Has Effected One or 

More Reverse Stock Splits Over the 

Prior Two-Year Period With a 

Cumulative Ratio of 200 Shares or 

More to One; or (ii) Has Effectuated a 

Reverse Stock Split and the 

Effectuation of Such Reverse Stock 

Split Results in the Company’s 

Security Falling Below Any of the 

Continued Listing Requirements of 

Section 1003 

October 29, 2024. 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on October 

16, 2024, NYSE American LLC (‘‘NYSE 

American’’ or ‘‘Exchange’’) filed with 

the Securities and Exchange 

Commission (‘‘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 amend 

Section 1003 of the NYSE American 

LLC Company Guide to provide for the 

suspension and delisting of any 

company that: (i) has effected one or 

more reverse stock splits over the prior 

two-year period with a cumulative ratio 

of 200 shares or more to one; or (ii) has 

effectuated a reverse stock split and the 

effectuation of such reverse stock split 

results in the company’s security falling 

below any of the continued listing 

requirements of Section 1003. 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 amend 

subsection (f) (‘‘Other Events’’) of 

Section 1003 (‘‘Application of Policies’’) 

of the Company Guide to add two 

additional circumstances under which 

the Exchange would have the authority 

to suspend and delist a listed company. 

Specifically, proposed Section 

1003(f)(vi) would give the Exchange the 

authority to suspend and delist any 

listed company that has effected one or 

more reverse stock splits over the prior 

two-year period with a cumulative ratio 

of 200 shares or more to one. In 

addition, proposed Section 1003(f)(vii) 

would give the Exchange the authority 

to suspend and delist any listed 

company that has effected a reverse 

stock split if the effectuation of such 

reverse stock split results in the 

company’s security falling below any of 

the continued listing requirements of 

Section 1003. Any action taken by a 

listed company that is governed by 

proposed Sections 1003(f)(vi) and 

1003(f)(vii) would result in the 

immediate commencement of 

suspension and delisting procedures in 

accordance with the procedures set out 

in Section 1010 of the Company Guide.4

A listed issuer would not be eligible to 

follow the procedures outlined in 

Section 1009 with respect to any action 

in violation of proposed Sections 

1003(f)(vi) or (vii). 

Section 1003(f)(v) (‘‘Low Selling Price 

Issues’’) of the Company Guide provides 

that, in the case of a common stock 

selling for a substantial period of time 

at a low price per share, the Exchange 

may suspend and delist a company if 

such company shall fail to effect a 

reverse split of such shares within a 

reasonable time after being notified that 

the Exchange deems such action to be 

appropriate under all the circumstances. 

In its review of the question of whether 

it deems a reverse split of a given issue 

to be appropriate, the Exchange will 

consider all pertinent factors including, 

market conditions in general, the 

number of shares outstanding, plans 

which may have been formulated by 

management, applicable regulations of 

the state or country of incorporation or 

of any governmental agency having 

jurisdiction over the issuer, the 

relationship to other Exchange policies 

regarding continued listing, and, in 

respect of securities of foreign issuers, 

the general practice in the country of 

origin of trading in low-selling price 

issues. Proposed Section 1003(f)(vii) is 

consistent with the provisions of 

Section 1003(f)(v) as described above, as 

well as with the Exchange’s consistent 

policy that it would immediately 

suspend and delist a listed company if 

the company effects a reverse stock split 

to cure a low selling price issue under 

Section 1003(f)(v) and the company 

would fall below another quantitative 

continued listing standard as a direct 

result of effecting that reverse stock 

split. 

Many companies seek to address low 

selling price issues under Section 

1003(f)(v) by effectuating a reverse stock 


lotter on DSK11XQN23PROD with NOTICES1
87662 Federal Register / Vol. 89, No. 213 / Monday, November 4, 2024 / Notices 

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

6 15 U.S.C. 78f(b)(5). 

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

8 15 U.S.C. 78f(b)(8). 

split. However, the Exchange has 

observed that some companies, typically 

those in financial distress or 

experiencing a prolonged operational 

downturn, engage in a pattern of 

repeated reverse stock splits. The 

Exchange believes that such behavior is 

often indicative of deep financial or 

operational distress within such 

companies rendering them 

inappropriate for trading on the 

Exchange for investor protection 

reasons. In these situations, the 

Exchange has observed that the 

challenges facing such companies, 

generally, are not temporary and may be 

so severe that the company is not likely 

to regain compliance on a sustained 

basis. 

The Exchange believes that it is 

consistent with the protection of 

investors and the public interest to 

delist any company that (i) has effected 

one or more reverse stock splits over the 

prior two-year period with a cumulative 

ratio of 200 shares or more to one or (ii) 

takes a deliberate action that causes it to 

fall below an Exchange listing standard, 

including as in the current proposal, the 

effectuation of a reverse split that causes 

a company to fall below a quantitative 

continued listing standard. 

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)(5) 

of the Act,6 in particular, because it is 

designed to prevent fraudulent and 

manipulative acts and practices, 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. Specifically, the 

Exchange believes that the proposal is 

consistent with the protection of 

investors and the public interest 

because it enhances the Exchange’s 

listing requirements and limits the 

ability of listed companies with a 

history of having a low stock price to 

use reverse stock splits as a means to 

remain qualified for listing. In that 

regard, the Exchange has observed that 

the challenges facing such companies 

generally are not temporary and may be 

so severe that the company is not likely 

to remain compliant with Exchange 

listing standards after curing its low 

selling price by means of a reverse stock 

split. Moreover, the price concerns with 

these companies can be a leading 

indicator of other listing compliance 

concerns, and these companies often 

become subject to delisting for other 

reasons within a short period of time. 

The Exchange believes that it is 

consistent with the protection of 

investors and the public interest to 

immediately commence suspension and 

delisting procedures with respect to any 

company that (i) has effected one or 

more reverse stock splits over the prior 

two-year period with a cumulative ratio 

of 200 shares or more to one or (ii) takes 

a deliberate action that causes it to fall 

below an Exchange listing standard, 

including as in the current proposal, the 

effectuation of a reverse split that causes 

a company to fall below a quantitative 

continued listing standard. 

The Exchange believes the proposed 

rule change furthers the objectives of 

Section 6(b)(7) of the Act 7 in that the 

Exchange continues to provide a fair 

procedure for companies subject to 

these enhanced listing requirements. 

Part 12 of the Company Guide provides 

that these companies can seek review of 

a delisting determination from the 

Committee for Review of the Board of 

Directors of the Exchange. As a result, 

the Exchange believes that the proposed 

rule appropriately balances the need for 

appropriate listing standards with the 

statutory requirement to protect 

investors and the public interest. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange believes that the 

proposal will not impose any burden on 

competition that is not necessary or 

appropriate in furtherance of the 

purposes of Section 6(b)(8) of the Act.8

While the Exchange does not believe 

there will be any impact on competition 

from the proposed change, any impact 

on competition that does arise will be 

necessary to better protect investors, in 

furtherance of a central purpose of the 

Act. 

The Exchange believes that the 

proposal will not impose a burden on 

intermarket competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act because the 

proposed rule change is designed to 

protect investors and facilitate a fair and 

orderly market, which are both 

important purposes of the Act. To the 

extent that there is any impact on 

intermarket competition, it is incidental 

to these objectives. 

The Exchange does not believe that 

the proposed rule change imposes a 

burden on intra-market competition 

because the provisions apply to all 

market participants and issuers on the 

Exchange equally. 

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 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or within such longer period 

up to 90 days (i) as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding or (ii) as to which 

the self-regulatory organization 

consents, the Commission will: 

(A) by order approve or disapprove 

the proposed rule change, or 

(B) institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

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 (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

NYSEAMER–2024–61 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–NYSEAMER–2024–61. 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 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 


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Federal Register / Vol. 89, No. 213 / Monday, November 4, 2024 / Notices 87663 

9 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

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–2024–61 and should 

be submitted on or before November 25, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.9

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–25526 Filed 11–1–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–298, OMB Control No. 

3235–0337] 

Proposed Collection; Comment 

Request; Extension: Rule 17Ac2–2 

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 

(‘‘PRA’’) (44 U.S.C. 3501 et seq.), the 

Securities and Exchange Commission 

(‘‘Commission’’) is soliciting comments 

on the existing collection of information 

provided for in Rule 17Ac2–2 (17 CFR 

240.17Ac2–2) and Form TA–2 under the 

Securities Exchange Act of 1934 (15 

U.S.C. 78a et seq.) (‘‘Exchange Act’’). 

The Commission plans to submit this 

existing collection of information to the 

Office of Management and Budget 

(‘‘OMB’’) for extension and approval. 

Rule 17Ac2–2 and Form TA–2 require 

registered transfer agents to file an 

annual report of their business activities 

with the Commission. These reporting 

requirements are designed to ensure that 

all registered transfer agents are 

providing the Commission with 

sufficient information on an annual 

basis about the transfer agent 

community and to permit the 

Commission to effectively monitor 

business activities of transfer agents. 

The amount of time needed to comply 

with the requirements of amended Rule 

17Ac2–2 and Form TA–2 varies. Of the 

total 315 registered transfer agents, 

approximately 9.2% (or 29 registrants) 

would be required to complete only 

questions 1 through 3 and the signature 

section of amended Form TA–2, which 

the Commission estimates would take 

each registrant approximately 30 

minutes, for a total burden of 

approximately 15 hours (29 × .5 hours 

= 14.5 rounded up to 15). 

Approximately 26.5% of registrants (or 

84 registrants) would be required to 

answer questions 1 through 5, question 

11, and the signature section, which the 

Commission estimates would take 

approximately 1 hour and 30 minutes, 

for a total of 126 hours (84 × 1.5 hours). 

Approximately 64.2% of the registrants 

(or 203 registrants) would be required to 

complete the entire Form TA–2, which 

the Commission estimates would take 

approximately 6 hours, for a total of 

1,218 hours (203 × 6 hours). The 

aggregate annual burden on all 315 

registered transfer agents is thus 

approximately 1,359 hours (15 hours + 

126 hours + 1,218 hours) and the 

average annual burden per transfer 

agent is approximately 4.314 hours 

(1,359 ÷ 315). 

Written comments are invited on: (a) 

whether the proposed collection of 

information is necessary for the proper 

performance of the functions of the 

Commission, including whether the 

information shall have practical utility; 

(b) the accuracy of the Commission’s 

estimates of the burden of the proposed 

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 by 

January 3, 2025. 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

under the PRA unless it displays a 

currently valid OMB control number. 

Please direct your written comments 

to: Austin Gerig, Director/Chief Data 

Officer, Securities and Exchange 

Commission, c/o Tanya Ruttenberg, 100 

F Street NE, Washington, DC 20549, or 

send an email to: PRA_Mailbox@

sec.gov. 

Dated: October 29, 2024. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–25548 Filed 11–1–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101464; File No. SR–C2– 

2024–018] 

Self-Regulatory Organizations; Cboe 

C2 Exchange, Inc.; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Amend Its Fee 

Schedule 

October 29, 2024. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on October 

18, 2024, Cboe C2 Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘C2’’) 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 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 

Cboe C2 Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘C2 Options’’) proposes 

to amend its Fee Schedule. The text of 

the proposed rule change is provided in 

Exhibit 5. 

The text of the proposed rule change 

is also available on the Exchange’s 

website (http://markets.cboe.com/us/ 

options/regulation/rule_filings/ctwo/), 

at the Exchange’s Office of the 

Secretary, 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 


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