Federal Register / Vol. 87, No. 26 / Tuesday, February 8, 2022 / Notices 7215 

It is so ordered. 

Dated: January 12, 2022. 

For the Nuclear Regulatory Commission. 

Annette L. Vietti-Cook, 

Secretary of the Commission. 

Attachment 1—General Target 

Schedule for Processing and Resolving 

Requests for Access to Sensitive 

Unclassified Non-Safeguards 

Information in This Proceeding 

Day Event/Activity 

0 Publication of Federal Register notice of hearing and opportunity to petition for leave to intervene, including order with instructions for access requests. 

10 Deadline for submitting requests for access to Sensitive Unclassified Non-Safeguards Information (SUNSI) with information: Supporting the standing of a potential party identified by name and address; describing the need for the information in order for the 

potential party to participate meaningfully in an adjudicatory proceeding. 

60 Deadline for submitting petition for intervention containing: (i) Demonstration of standing; and (ii) all contentions whose formulation does not require access to SUNSI (+25 Answers to petition for intervention; +7 petitioner/requestor reply). 

20 U.S. Nuclear Regulatory Commission (NRC) staff informs the requestor of the staff’s determination whether the request for access provides a reasonable basis to believe standing can be established and shows need for SUNSI. (NRC staff also informs 

any party to the proceeding whose interest independent of the proceeding would be harmed by the release of the information.) 

If NRC staff makes the finding of need for SUNSI and likelihood of standing, NRC staff begins document processing (preparation of redactions or review of redacted documents). 

25 If NRC staff finds no ‘‘need’’ or no likelihood of standing, the deadline for petitioner/requestor to file a motion seeking a ruling to 

reverse the NRC staff’s denial of access; NRC staff files copy of access determination with the presiding officer (or Chief Administrative Judge or other designated officer, as appropriate). If NRC staff finds ‘‘need’’ for SUNSI, the deadline for any party 

to the proceeding whose interest independent of the proceeding would be harmed by the release of the information to file a 

motion seeking a ruling to reverse the NRC staff’s grant of access. 

30 Deadline for NRC staff reply to motions to reverse NRC staff determination(s). 

40 (Receipt +30) If NRC staff finds standing and need for SUNSI, deadline for NRC staff to complete information processing and file 

motion for Protective Order and draft Non-Disclosure Affidavit. Deadline for applicant/licensee to file Non-Disclosure Agreement 

for SUNSI. 

A If access granted: Issuance of presiding officer or other designated officer decision on motion for protective order for access to 

sensitive information (including schedule for providing access and submission of contentions) or decision reversing a final adverse determination by the NRC staff. 

A + 3 Deadline for filing executed Non-Disclosure Affidavits. Access provided to SUNSI consistent with decision issuing the protective 

order. 

A + 28 Deadline for submission of contentions whose development depends upon access to SUNSI. However, if more than 25 days remain between the petitioner’s receipt of (or access to) the information and the deadline for filing all other contentions (as established in the notice of opportunity to request a hearing and petition for leave to intervene), the petitioner may file its SUNSI 

contentions by that later deadline. 

A + 53 (Contention receipt +25) Answers to contentions whose development depends upon access to SUNSI. 

A + 60 (Answer receipt +7) Petitioner/Intervenor reply to answers. 

>A + 60 Decision on contention admission. 

[FR Doc. 2022–00793 Filed 2–7–22; 8:45 am] 

BILLING CODE 7590–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

34495; 811–22156] 

Millennium Investment & Acquisition 

Co Inc. 

February 2, 2022. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

Notice of application for 

deregistration under Section 8(f) of the 

Investment Company Act of 1940 (the 

‘‘Act’’). 

SUMMARY OF APPLICATION: Millennium 

Investment & Acquisition Co Inc. 

requests an order declaring that it has 

ceased to be an investment company. 

APPLICANT: Millennium Investment & 

Acquisition Co Inc. 

FILING DATES: The application was filed 

on March 1, 2021 and was amended on 

May 11, 2021, December 9, 2021 and 

January 21, 2022. 

HEARING OR NOTIFICATION OF HEARING: An 

order granting the request will be issued 

unless the Commission orders a hearing. 

Interested persons may request a 

hearing by emailing the Commission’s 

Secretary at Secretarys-Office@sec.gov 

and serving Applicant with a copy of 

the request by email. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on February 28, 2022 and 

should be accompanied by proof of 

service on Applicant, in the form of an 

affidavit, or, for lawyers, a certificate of 

service. Pursuant to rule 0–5 under the 

Act, hearing requests should state the 

nature of the writer’s interest, any facts 

bearing upon the desirability of a 

hearing on the matter, the reason for the 

request, and the issues contested. 

Persons who wish to be notified of a 

hearing may request notification by 

emailing to the Commission’s Secretary 

at Secretarys-Office@sec.gov. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. Applicants: 

david@dlesser.com. 

FOR FURTHER INFORMATION CONTACT: 

Asen Parachkevov, Senior Counsel; Lisa 

Reid Ragen, Branch Chief, at (202) 551– 

6825 (Division of Investment 

Management, Chief Counsel’s Office). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

website by searching for the file 

number, or for an applicant using the 

Company name box, at http://

www.sec.gov/search/search.htm or by 

calling (202) 551–8090. 


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7216 Federal Register / Vol. 87, No. 26 / Tuesday, February 8, 2022 / Notices 

Applicant’s Representations 

1. Applicant is a Delaware 

corporation and is an internally 

managed, non-diversified, closed-end 

management investment company 

registered under the Act. Applicant 

states that it is in the business of owning 

and operating businesses that produce 

activated carbon and sustainably 

cultivate cannabis in greenhouses and 

that it is no longer engaged or proposing 

to engage, or holding itself out as being, 

in the business of investing, reinvesting, 

owning, holding, or trading in 

securities. 

2. On August 14, 2020, Applicant 

announced that its Board of Directors 

(the ‘‘Board’’) unanimously approved a 

proposal to deregister as a registered 

investment company with the 

Commission (the ‘‘Deregistration 

Proposal’’) in its filing of a preliminary 

proxy statement with the Commission 

(the ‘‘Proxy Statement’’). On or about 

September 3, 2020, Applicant mailed to 

shareholders the Proxy Statement 

soliciting shareholder approval of the 

Deregistration Proposal. The Proxy 

Statement also stated that, after 

deregistering as an investment 

company, Applicant would no longer be 

subject to regulation under the Act. In 

addition, the Proxy Statement explained 

that Applicant would continue to be 

managed by Applicant’s sole current 

officer and overseen by the Board, 

which would maintain substantially 

similar power, authority and discretion 

as the Board had before deregistration 

and be subject to the same duties under 

state law. Applicant held a meeting of 

shareholders (the ‘‘Shareholder 

Meeting’’) on October 14, 2020, at which 

the Deregistration Proposal was 

approved. 

3. Applicant states that as of 

September 30, 2021, Applicant’s 

unconsolidated assets were comprised 

solely of (i) ‘‘cash items’’ (as that term 

has been interpreted for purposes of 

Section 3(a)(1)(C) of the Act) and (ii) 

interests in consolidated subsidiaries. 

Applicant further states that it owns 

greater than 50% of the voting securities 

of each of the consolidated subsidiaries 

(other than a newly formed cannabis 

operator, Walsenburg Cannabis LLC 

(‘‘WC’’), where it will own greater than 

50% of WC’s outstanding voting 

securities once it receives approval for 

holding cannabis licenses in Colorado) 

and controls (within the meaning of 

Section 2(a)(9) of the Act) each of the 

consolidated subsidiaries. Applicant 

represents that no consolidated 

subsidiary is an ‘‘investment company’’ 

within the meaning of Section 3(a) of 

the Act, and that no consolidated 

subsidiary is relying on the exception 

from the definition of ‘‘investment 

company’’ in Sections 3(c)(1) or 3(c)(7) 

of the Act. 

4. Applicant states that as of 

September 30, 2021, the value of 

securities issued by the consolidated 

subsidiaries and owned by Applicant 

was 100% of the value of Applicant’s 

total assets, exclusive of ‘‘Government 

securities’’ (as defined in the Act) and 

‘‘cash items’’ (as that term has been 

interpreted for purposes of Section 

3(a)(1)(C) of the Act), on an 

unconsolidated basis (‘‘Adjusted Total 

Assets’’). As of September 30, 2021, the 

assets of the consolidated subsidiaries 

were collectively comprised of (i) ‘‘cash 

items’’ (as that term has been 

interpreted for purposes of Section 

3(a)(1)(C) of the Act), (ii) security 

deposits and other assets, (iii) property, 

plant and equipment, (iv) inventory and 

(v) right-of use (lease) assets. Applicant 

represents that no consolidated 

subsidiary owns any ‘‘investment 

securities’’ (as defined in Section 3(a)(2) 

of the Act), and that no consolidated 

subsidiary is therefore an investment 

company within the meaning of Section 

3(a)(1)(C) of the Act. Applicant states 

that the consolidated subsidiaries are 

operating companies primarily engaged 

in the production of activated carbon or 

the cultivation of cannabis. Applicant 

states that it may establish other 

controlled subsidiaries to carry out 

specific activities, as noted below, 

consistent with Applicant’s business of 

owning and operating businesses 

focused on activated carbon, cannabis 

cultivation and other private businesses 

it may acquire. 

5. Applicant represents that it is 

anticipated that deregistration will have 

no unfavorable tax consequences to 

Applicant or its shareholders. Applicant 

states that it is currently taxed at the 

entity level as a ‘‘C-corporation’’ by 

Federal and State tax authorities, and 

anticipates that it will continue to be 

taxed as a C-corporation after 

deregistration. 

6. Applicant states that its periodic 

reports to shareholders, investor 

presentations, press releases and 

website all indicate that Applicant is 

implementing the Deregistration 

Proposal in accordance with the 

disclosure in the Proxy Statement, and 

describe Applicant’s activated carbon 

and cannabis cultivation businesses. As 

a result of these efforts, Applicant states 

that it is and holds itself out as a 

holding company in the business of 

owning and operating businesses that 

produce activated carbon and 

sustainably cultivate cannabis in 

greenhouses. 

7. In addition, Applicant represents 

that on October 1, 2021 it filed a name 

change application with FINRA seeking 

to change its name to Millennium 

Sustainable Ventures Corp. Applicant 

states that there can be no assurance as 

to when, or if, FINRA will approve the 

name change, and represents that it will 

not raise new capital until it has 

completed its name change. 

8. Applicant states that its current 

business activities will not materially 

change upon receipt of the requested 

Order and completion of the 

deregistration process. Applicant states 

that it currently operates in the 

activated carbon and cannabis 

cultivation industries, and the activities 

of Applicant and Applicant’s directors 

and officers reflect these operations and 

indicate that Applicant no longer 

operates as an investment company, but 

rather is currently focused on owning 

and operating businesses that produce 

activated carbon and sustainably 

cultivate cannabis in greenhouses. 

Applicant states that it is currently 

internally managed with David H. 

Lesser serving as Chairman of the Board, 

CEO, Secretary and Treasurer. 

Applicant states that Mr. Lesser is 

responsible for managing the business 

affairs and day-to-day activities of 

Applicant. Applicant states that since 

Mr. Lesser became Applicant’s sole 

officer and a director on October 3, 

2013, he been working to shift 

Applicant’s business to that of an 

operating company focused on 

operating businesses. As part of this 

shift, Mr. Lesser has led the acquisition 

and development of Applicant’s 

activated carbon and cannabis 

cultivation businesses, together with the 

divestment of Applicant’s ‘‘investment 

securities’’ (as defined in Section 3(a)(2) 

of the Act). 

9. Applicant states that it fully 

liquidated its sole investment security 

position on June 1, 2021. Applicant 

states that it presently operates 

businesses in the activated carbon and 

cannabis cultivation industries and is 

seeking to generate income from the 

existing and future operations of these 

businesses. Applicant further represents 

that it presently is not generating 

revenue and is in a net loss position and 

that substantially all of Applicant’s net 

loss for the three and nine months 

ended September 30, 2021 was 

attributable to operating expenses. 

Applicant represents that it derives no 

material portion of its net income after 

taxes from investment securities, and 

Applicant represents that no subsidiary 

of Applicant expects to derive a material 

portion of its net income after taxes 

from investment securities. Applicant 


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Federal Register / Vol. 87, No. 26 / Tuesday, February 8, 2022 / Notices 7217 

1Applicant represents that it possess an 

economic interest in WC, through a convertible loan 

arrangement, that results in Applicant having the 

right to substantially all of the rewards and bearing 

substantially all of the risks of ownership of WC 

through this convertible loan arrangement. 

Applicant states that WC has no steady income, that 

Applicant funds virtually all of WC’s expenses 

through the convertible loan arrangement, and that 

WC’s sole managing member is the president of 

Millennium Cannabis, LLC, a wholly-owned 

subsidiary of Applicant. Applicant further states 

that even if its interest in WC were not considered 

sufficient to make WC the equivalent of a majorityowned subsidiary of Applicant for purposes of the 

Act, Applicant would (a) consider the fair value of 

its loan to WC as of September 30, 2021 to be 

$671,000, which is the value advanced under the 

loan as of September 30, 2021 and (b) remove the 

‘‘right of use’’ asset on its balance sheet attributable 

to WC of $5,325,848. Applicant states that this 

would result in the WC loan representing 

approximately 1.71% of Applicant’s Adjusted Total 

Assets, which is less than 40% of the value of 

Applicant’s Adjusted Total Assets. Therefore, 

Applicant represents that the treatment of WC is 

immaterial to the analysis of whether Applicant is 

an investment company within the meaning of 

Section 3(a)(1)(C) of the Act. 

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

2 17 CFR 240.19b–4. 

represents that upon deregistering as an 

investment company, Applicant and its 

consolidated subsidiaries will not 

derive a material portion of their gross 

income from investment security assets. 

10. Upon the issuance of the 

requested Order, Applicant represents 

that it will issue a press release to 

shareholders indicating that it is no 

longer a registered investment company 

and will cease indicating in its financial 

statements that it is a registered 

investment company. 

11. Applicant states that it is not 

currently a party to any administrative 

proceeding or material litigation. 

Applicant’s Legal Analysis 

1. Section 8(f) of the Act provides that 

whenever the Commission, upon 

application or its own motion, finds that 

a registered investment company has 

ceased to be an investment company, 

the Commission shall so declare by 

order and upon the taking effect of such 

order, the registration of such company 

shall cease to be in effect. 

2. Section 3(a)(1)(A) of the Act defines 

an ‘‘investment company’’ as any issuer 

which ‘‘is or holds itself out as being 

engaged primarily, or proposes to 

engage primarily, in the business of 

investing, reinvesting, or trading in 

securities.’’ Section 3(a)(1)(B) of the Act 

defines an ‘‘investment company’’ as 

any issuer which ‘‘is engaged or 

proposes to engage in the business of 

issuing face-amount certificates of the 

installment type, or has been engaged in 

such business and has any such 

certificate outstanding.’’ 

3. Section 3(a)(1)(C) of the Act defines 

an ‘‘investment company’’ as any issuer 

which ‘‘is engaged or proposes to engage 

in the business of investing, reinvesting, 

owning, holding, or trading in 

securities, and owns or proposes to 

acquire investment securities having a 

value exceeding 40 per centum of the 

value of such issuer’s total assets 

(exclusive of Government securities and 

cash items) on an unconsolidated 

basis.’’ Section 3(a)(2) of the Act defines 

‘‘investment securities’’ as ‘‘all 

securities except (A) Government 

securities, (B) securities issued by 

employees’ securities companies, and 

(C) securities issued by majority-owned 

subsidiaries of the owner which (i) are 

not investment companies, and (ii) are 

not relying on the exception from the 

definition of investment company in 

paragraph (1) or (7) of subsection (c).’’ 

4. Applicant states that it is no longer 

an investment company as defined in 

section 3(a)(1)(A), 3(a)(1)(B) or section 

3(a)(1)(C). With regard to section 

3(a)(1)(A), Applicant represents that it is 

currently focused primarily on owning 

and operating businesses that produce 

activated carbon or cultivate cannabis, 

and argues that its historical 

development, its public representations, 

the activities of its directors and 

officers, and the nature of its present 

assets support this assertion. 

5. With regard to section 3(a)(1)(B), 

Applicant represents that it is not 

engaged, and does not propose to 

engage, in the business of issuing faceamount certificates of the installment 

type, has not been engaged in such 

business and does not have any such 

certificate outstanding. 

6. With regard to section 3(a)(1)(C), 

Applicant represents that it owns more 

than 50% of the voting securities of 

each of its consolidated subsidiaries 

(other than WC until Applicant receives 

approval for Colorado regulators to hold 

cannabis licenses at which point it will 

own more than 50% of the voting 

securities of WC) and will own at least 

50% of the voting securities of other 

non-investment company subsidiaries it 

may form or acquire to ensure the value 

of investment securities owned by 

Applicant is less than 40% of the value 

of Applicant’s Adjusted Total Assets.1

7. Applicant states that none of its 

consolidated subsidiaries is an 

‘‘investment company’’ within the 

meaning of Section 3(a) of the Act, and 

no consolidated subsidiary is relying on 

the exception from the definition of 

investment company for private funds 

set forth in Section 3(c)(1) or 3(c)(7) of 

the Act. 

8. Applicant states that it is thus 

qualified for an order of the Commission 

pursuant to section 8(f) of the Act. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

J. Matthew DeLesDernier, 

Assistant Director. 

[FR Doc. 2022–02523 Filed 2–7–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94135; File No. SR–MIAX– 

2022–06] 

Self-Regulatory Organizations; Miami 

International Securities Exchange, 

LLC; Notice of Filing and Immediate 

Effectiveness of a Proposed Rule 

Change To Amend Exchange Rule 531 

To Provide for the New Liquidity Taker 

Event Report—Complex Orders 

February 2, 2022. 

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 January 

28, 2022, Miami International Securities 

Exchange, LLC (‘‘MIAX Options’’ 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 531(b) to provide 

for the new ‘‘Liquidity Taker Event 

Report—Complex Orders’’. 

The text of the proposed rule change 

is available on the Exchange’s website at 

http://www.miaxoptions.com/rulefilings/ at MIAX Options’ 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 


khammond on DSKJM1Z7X2PROD with NOTICES