13036 Federal Register / Vol. 87, No. 45 / Tuesday, March 8, 2022 / Notices 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 92876 

(September 3, 2021), 86 FR 50748. Comments 

received on the proposal are available on the 

Commission’s website at: https://www.sec.gov/ 

comments/sr-nyse-2021-45/srnyse202145.htm. 

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

5See Securities Exchange Act Release No. 93221, 

86 FR 55662 (October 6, 2021). The Commission 

designated December 9, 2021 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). 

7See Securities Exchange Act Release No. 93741, 

86 FR 71111 (Dec. 14, 2021). 

8Amendment No. 2 is available at: https://

www.sec.gov/comments/sr-nyse-2021-45/ 

srnyse202145.htm. On February 17, 2022, the 

Exchange filed Amendment No. 1 to the proposed 

rule change. The Exchange withdrew Amendment 

No. 1 on March 1, 2022. 

9See SR–NYSE–2021–45. On February 17, 2022, 

the NYSE submitted Amendment No. 1, which was 

subsequently withdrawn. 

Dated: March 3, 2022. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–04882 Filed 3–7–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94349; File No. SR–NYSE– 

2021–45] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing of Proposed Rule Change, as 

Modified by Amendment No. 2, To 

Adopt Listing Standards for 

Subscription Warrants Issued by a 

Company Organized Solely for the 

Purpose of Identifying an Acquisition 

Target 

March 2, 2022. 

I. Introduction 

On August 24, 2021, New York Stock 

Exchange LLC (‘‘NYSE’’ or ‘‘Exchange’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

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

Exchange Act of 1934 (‘‘Exchange 

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

proposed rule change to adopt listing 

standards for subscription warrants 

issued by a company organized solely 

for the purpose of identifying an 

acquisition target. The proposed rule 

change was published for comment in 

the Federal Register on September 10, 

2021.3

On September 30, 2021, 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

On December 8, 2021, the Commission 

instituted proceedings under Section 

19(b)(2)(B) of the Exchange Act 6 to 

determine whether to approve or 

disapprove the proposed rule change.7

On March 1, 2022, the Exchange filed 

Amendment No. 2 to the proposed rule 

change, which replaced the proposed 

rule change as originally filed and 

superseded such filing in its entirety.8

Amendment No. 2 to the proposed rule 

change is described in Items 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, 

as modified by Amendment No. 2, from 

interested persons. 

II. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend the 

NYSE Listed Company Manual 

(‘‘Manual’’) to adopt a new listing 

standard for the listing of Subscription 

Warrants. 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. 

III. 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 

Amendment No. 2 to SR–NYSE–2021– 

45 

The Exchange has previously filed a 

proposed rule change to permit the 

listing of Subscription Warrants.9

Amendment No. 2 to SR–NYSE–2021– 

45 proposes to: 

• Provide that Subscription Warrants 

with respect to which the exercise price 

is tendered after execution of an 

Acquisition Agreement will not actually 

be exercised until consummation of the 

company’s business combination; 

• state that the Subscription Warrants 

must provide for a period of at least 20 

business days after effectiveness of such 

post-effective amendment or new 

registration statement during which 

holders may elect to exercise 

Subscription Warrants effective upon 

closing of the Acquisition, which period 

may expire prior to the date of 

consummation of the Acquisition. The 

terms of the Subscription Warrants must 

not in any other way limit the ability of 

holders to exercise such Subscription 

Warrants in full; 

• specify that Subscription Warrants 

must be issued for no consideration to 

the securityholders of a previously 

existing company; 

• increase from 1.1 million to 20 

million the number of publicly-held 

Subscription Warrants that must be 

outstanding at the time of initial listing; 

• state that a Subscription Warrant 

may provide by its terms that the issuer 

may (1) determine, at issuance, that 

each Subscription Warrant may be 

exercisable for a specified number of 

shares greater than one share; and (2) 

determine, at the time it enters into an 

Acquisition Agreement, that the 

exercise price per share may be 

increased above the exercise price 

specified at the time of original 

issuance; 

• provide that the Subscription 

Warrants must have an opening trading 

price on the first day of listing of at least 

$1.00 per Subscription Warrant; 

• provide that the Subscription 

Warrants may not be tendered for 

exercise into common stock of a 

company until after such company has 

complied with all requirements of the 

federal securities laws with respect to 

such exercise, including, as appropriate, 

the filing and effectiveness of a posteffective amendment to the registration 

statement filed in connection with the 

original distribution of the Subscription 

Warrants or the filing and effectiveness 

of a new registration statement in 

connection with the exercise of such 

Subscription Warrants; 

• state that the shares will be issued 

to the tendering holders of Subscription 

Warrants and the proceeds released to 

the issuer by the independent custodian 

at the time of closing of the Acquisition; 

• state that the independent 

custodian will promptly return the 

funds tendered in payment of the 

exercise price of Subscription Warrants 

to the tendering holders (A) upon 

termination of the Acquisition 

Agreement; or (B) if the Acquisition 

does not close within twelve months 

from the date of entry into the definitive 


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Federal Register / Vol. 87, No. 45 / Tuesday, March 8, 2022 / Notices 13037 

10 15 U.S.C. 78f(b)(5). 

agreement with respect to the 

Acquisition or such earlier time as is 

specified in the operative agreements; 

• increase the continued listing 

requirement with respect to the number 

of publicly-held Subscription Warrants 

from 100,000 to five million; and 

• provide for the commencement of 

immediate suspension and delisting 

procedures when the average trading 

price of the Subscription Warrants is 

less than $0.25 over 30 consecutive 

trading days. 

This Amendment No. 2 to SR–NYSE– 

2021–45 replaces SR–NYSE–2021–45 as 

originally filed and supersedes such 

filing in its entirety. 

Subscription Warrants 

The Exchange proposes to adopt a 

new subsection of Section 102 of the 

Manual (to be designated Section 

102.09) to permit the listing of 

Subscription Warrants. For purposes of 

proposed Section 102.09 a Subscription 

Warrant is a warrant issued by a 

company organized solely for the 

purpose of identifying an acquisition 

target and is exercisable into the 

common stock of such company only 

upon consummation of such 

acquisition. 

Initial Listing Standards for 

Subscription Warrants 

The Exchange will list Subscription 

Warrants subject to the following 

requirements: 

(i) The issuer of the Subscription 

Warrants must be a company formed 

solely for the purpose of issuing the 

Subscription Warrants and 

consummating the acquisition of one or 

more operating businesses or assets with 

a value (calculated at the time of entry 

into the acquisition agreement) equal to 

at least 80% of the aggregate exercise 

price of the Subscription Warrants (an 

‘‘Acquisition’’). The Subscription 

Warrants must be issued for no 

consideration to the securityholders of 

another previously existing company. 

(ii) For a transaction to qualify as an 

Acquisition, the resultant entity must 

qualify for initial listing on the 

Exchange and the acquisition agreement 

must provide that the transaction will 

be consummated only if the resultant 

entity will be listed on the Exchange or 

another national securities exchange. 

(iii) At the time of initial listing, the 

Subscription Warrants must: (A) Have 

an aggregate exercise price of at least 

$250 million; (B) have at least 20 

million publicly held Subscription 

Warrants outstanding, with an aggregate 

exercise price of at least $200 million; 

(C) have at least 400 holders of round 

lots; (D) have an exercise price per share 

of common stock of at least $10.00; (E) 

have an opening trading price on the 

first day of listing of at least $1.00 per 

Subscription Warrant; and (F) expire in 

no more than 10 years. For purposes of 

proposed Section 102.09, public holders 

of Subscription Warrants do not include 

those held by directors, officers, or their 

immediate families and other 

concentrated holdings of 10 percent. 

(iv) A Subscription Warrant may 

provide by its terms that the issuer may 

(1) determine, at issuance, that each 

Subscription Warrant may be 

exercisable for a specified number of 

shares greater than one share; and (2) 

determine, at the time it enters into an 

Acquisition Agreement, that the 

exercise price per share may be 

increased above the exercise price 

specified at the time of original issuance 

of such Subscription Warrants. 

(v) The distribution of the 

Subscription Warrants and the issuance 

of the common stock of the issuer upon 

exercise of the Subscription Warrants 

must both be registered under the 

Securities Act. 

(vi) The Subscription Warrants may 

not be tendered for exercise into 

common stock of a company until after 

such company has (A) entered into a 

binding agreement with respect to the 

Acquisition; and (B) complied with all 

requirements of the federal securities 

laws with respect to such exercise, 

including, as appropriate, the filing and 

effectiveness of a post-effective 

amendment to the registration statement 

filed in connection with the original 

distribution of the Subscription 

Warrants or the filing and effectiveness 

of a new registration statement in 

connection with the exercise of such 

Subscription Warrants. 

(vii) Subscription Warrants must 

provide for a period of at least 20 

business days after effectiveness of such 

post-effective amendment or new 

registration statement during which 

holders may elect to exercise 

Subscription Warrants effective upon 

closing of the Acquisition, which period 

may expire prior to the date of 

consummation of the Acquisition. The 

terms of the Subscription Warrants must 

not in any other way limit the ability of 

holders to exercise such Subscription 

Warrants in full. 

(viii) The proceeds of the exercise of 

the Subscription Warrants will be held 

in an interest-bearing custody account 

controlled by an independent custodian, 

pending the closing of such Acquisition. 

The shares will be issued to the 

tendering holders of Subscription 

Warrants and the proceeds released to 

the issuer by the independent custodian 

at the time of closing of the Acquisition. 

(ix) The independent custodian will 

promptly return the funds tendered in 

payment of the exercise price of 

Subscription Warrants to the tendering 

holders: (A) Upon termination of the 

Acquisition Agreement; or (B) if the 

Acquisition does not close within 

twelve months of entry into the 

definitive agreement with respect to the 

Acquisition, or such earlier time as is 

specified in the operative agreements. 

Such holders will receive cash 

payments equal to their proportional 

share of the funds in the custody 

account, including any interest earned 

on those funds. 

(x) The issuer of the Subscription 

Warrants will be subject to the same 

corporate governance requirements 

under Section 303A hereof as an issuer 

of listed common stock. 

(xi) The Acquisition must be 

approved by a majority of the 

independent directors of the issuer of 

the Subscription Warrants. 

Continued Listing Standards for 

Subscription Warrants 

The Exchange will immediately 

initiate suspension and delisting 

procedures of an issuer’s Subscription 

Warrants if: 

• The number of publicly-held 

Subscription Warrants is fewer than five 

million; 

• the number of public holders of 

such Subscription Warrants is fewer 

than 100; 

• the total market capitalization of 

such Subscription Warrants is below 

$15 million over 30 consecutive trading 

days; or 

• the average trading price of the 

Subscription Warrants is less than $0.25 

over 30 consecutive trading days. 

For purposes of the foregoing, public 

holders of Subscription Warrants do not 

include those held by directors, officers, 

or their immediate families and other 

concentrated holdings of 10 percent. 

An issuer of Subscription Warrants 

will not be eligible to follow the 

procedures outlined in Sections 802.02 

and 802.03 with respect to the criteria 

set forth above and any such security 

will be subject to delisting procedures 

as set forth in Section 804.00. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b)(5) of the Act,10 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, 


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13038 Federal Register / Vol. 87, No. 45 / Tuesday, March 8, 2022 / Notices 

11 17 CFR 200.30–3(a)(12). 

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 proposed rule change is designed 

to perfect the mechanism of a free and 

open market and, in general, to protect 

investors and the public interest in that 

it will facilitate the listing and trading 

of an additional type of security that 

will, in turn, enhance competition 

among market participants, to the 

benefit of investors and the marketplace. 

Furthermore, the Exchange believes 

that the proposed listing standard is 

consistent with Section 6(b)(5) of the 

Act in that it contains requirements in 

relation to the listing of Subscription 

Warrants that provide adequate 

protections for investors and the public 

interest. In particular, the Exchange 

believes that the proposed rule provides 

important investor protections 

including, but not limited to, providing 

that: (1) The issuer cannot accept 

Subscription Warrants for exercise until 

it has entered into a definitive 

Acquisition Agreement and filed and 

obtained effectiveness of a registration 

statement with respect to such exercise; 

(2) cash tendered by Subscription 

Warrant holders in payment of the 

exercise price will be held in an 

interest-bearing account controlled by 

an independent custodian pending 

closing of the Acquisition; and (3) if the 

Acquisition is terminated or does not 

close within 12 months of the date of 

the Acquisition Agreement, the 

tendering holders will receive a 

distribution of their pro rata share of the 

funds in the custody account. 

The Exchange also believes that the 

proposed quantitative standards for 

Subscription Warrants are adequate to 

protect the interests of investors and the 

public interest. The Exchange notes that 

the proposed requirements that the 

Subscription Warrants at the time of 

initial listing must have an aggregate 

exercise price of at least $250 million 

and that there be publicly-held 

Subscription Warrants with an aggregate 

exercise price of at least $200 million 

significantly exceeds the listing 

requirements for SPACs set forth in 

Section 102.06 of the Manual, which 

requires a SPAC to have an aggregate 

market value of $100 million and a 

market value of publicly-held shares of 

$80 million. 

The Exchange believes that its 

existing surveillance procedures are 

adequate to enable it to detect 

manipulative trading practices with 

respect to Subscription Warrants. The 

Exchange notes that the NYSE and other 

self-regulatory organizations have 

extensive experience in conducting 

surveillance of the trading in securities 

whose value, like that of Subscription 

Warrants, is substantially dependent on 

the issuer’s future acquisition of a yetto-be-identified operating asset. Such 

similar securities include the common 

stock and warrants of listed special 

purpose acquisition companies 

(‘‘SPACs’’) and options on listed SPAC 

common stocks. The Exchange also 

believes that the extensive experience 

that exists in the trading of these kinds 

of securities provides evidence that 

market participants are generally able to 

arrive at market prices for such 

securities without excessive volatility 

and that this experience provides a 

reasonable basis for understanding how 

Subscription Warrants are likely to 

trade. 

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 not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

proposed rule would be available in a 

non-discriminatory way to any company 

satisfying its requirements, as well as all 

other applicable NYSE listing 

requirements. In addition, the proposed 

rule change does not impose any burden 

on the competition with other listing 

exchanges; any competing exchange 

could similarly adopt rules to allow the 

listing of Subscription Warrants. 

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. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change, as modified by Amendment No. 

2, 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– 

NYSE–2021–45 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–NYSE–2021–45. 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 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–NYSE–2021–45 and should 

be submitted on or before March 29, 

2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.11

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–04836 Filed 3–7–22; 8:45 am] 

BILLING CODE 8011–01–P 

DEPARTMENT OF STATE 

[Public Notice: 11672] 

Notice of Determinations; Culturally 

Significant Objects Being Imported for 

Storage and Exhibition— 

Determinations: ‘‘Cartier and Islamic 

Art: In Search of Modernity’’ Exhibition 

SUMMARY: Notice is hereby given of the 

following determinations: I hereby 


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