Federal Register / Vol. 87, No. 51 / Wednesday, March 16, 2022 / Notices 14931 

49 17 CFR 200.30–3(a)(12). 

1Exchange Act Section 3(h)(1)(C) permits us to 

impose, as part of our authority to exempt funding 

portals from broker registration, ‘‘such other 

Continued 

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. If the 

Commission takes such action, the 

Commission shall institute proceedings 

to determine whether the proposed rule 

change should be approved or 

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 (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

MEMX–2022–01 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–MEMX–2022–01. 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–MEMX–2022–01 and 

should be submitted on or before April≤ 

6, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.49

Eduardo Aleman, 

Assistant Secretary. 

[FR Doc. 2022–05483 Filed 3–15–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–774, OMB Control No. 

3235–0727] 

Proposed Collection; Comment 

Request 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736. 

Extension: 

Rules 400–404 of Regulation 

Crowdfunding (Intermediaries) 

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 collection of information 

provided for Rule 17Ab2–1 (17 CFR 

240.17Ab2–1) and Form CA–1: 

Registration of Clearing Agencies (17 

CFR 249b.200) under the Securities 

Exchange Act of 1934 (‘‘Exchange Act’’) 

(15 U.S.C. 78a et seq.). The Commission 

plans to submit this existing collection 

of information to the Office of 

Management and Budget (‘‘OMB’’) for 

extension and approval. 

The collections of information 

required under Rules 400 through 404 is 

mandatory for all funding portals. Form 

Funding Portal helps ensure that the 

Commission can make information 

about funding portals transparent and 

easily accessible to the investing public, 

including issuers and obligated persons 

who engage funding portals; investors 

who may purchase securities through 

offerings on funding portals; and other 

regulators. Further, the information 

provided on Form Funding Portal 

expands the amount of publicly 

available information about funding 

portals, including disciplinary history. 

Consequently, the rules and forms 

allows issuers and the investing public, 

as well as others, to become more fully 

informed about funding portals in a 

more efficient manner. 

Rule 400 requires each person 

applying for registration with the 

Commission as a funding portal to file 

electronically with the Commission 

Form Funding Portal. Rule 400(a) 

requires a funding portal to become a 

member of a national securities 

association registered under Section 

15A of the Exchange Act. Rule 400(b) 

requires a funding portal to file an 

amendment to Form Funding Portal if 

any information previously submitted 

on Form Funding Portal becomes 

inaccurate for any reason. Rule 400(c) 

provides that a funding portal can 

succeed to the business of a predecessor 

funding portal upon the successor filing 

a registration on Form Funding Portal 

and the predecessor filing a withdrawal 

on Form Funding Portal. 

Rule 400(d) requires a funding portal 

to promptly file a withdrawal of 

registration on Form Funding Portal 

upon ceasing to operate as a funding 

portal. Rule 400(e) states that duplicate 

originals of the applications and reports 

provided for in this section must be 

filed with surveillance personnel 

designated by any registered national 

securities association of which the 

funding portal is a member. Rule 400(f) 

requires a nonresident funding portal to: 

(1) Obtain a written consent and power 

of attorney appointing an agent for 

service of process in the United States; 

(2) furnish the Commission with the 

name and address of its agent for 

services of process on Schedule C of 

Form Funding Portal; (3) certify that it 

can, as a matter of law, and will provide 

the Commission and any registered 

national securities association of which 

it becomes a member with prompt 

access to its books and records and can, 

as a matter of law, and will submit to 

onsite inspection and examination by 

the Commission and any registered 

national securities association of which 

it becomes a member; and (4) provide 

the Commission with an opinion of 

counsel and certify on Schedule C on 

Form Funding Portal that the firm can, 

as a matter of law, provide the 

Commission and registered national 

securities association of which it 

becomes a member with prompt access 

to its books and records and can, as a 

matter of law, submit to onsite 

inspection and examination by the 

Commission and any registered national 

securities association of which it 

becomes a member.1


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14932 Federal Register / Vol. 87, No. 51 / Wednesday, March 16, 2022 / Notices 

requirements under [the Exchange Act] as the 

Commission determines appropriate.’’ 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 92395 

(July 13, 2021), 86 FR 38129 (July 19, 2021) 

(‘‘Notice’’). Comments on the proposed rule change 

can be found at: https://www.sec.gov/comments/srnysearca-2021-57/srnysearca202157.htm. 

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

5See Securities Exchange Act Release No. 92722 

(Aug. 23, 2021), 86 FR 48268 (Aug. 27, 2021). 

6 15 U.S.C. 78s(b)(2)(B). 

7See Securities Exchange Act Release No. 93191, 

86 FR 55090 (Oct. 5, 2021). 

8See Securities Exchange Act Release No. 93893, 

87 FR 1238 (Jan. 10, 2022). 

9 15 U.S.C. 78f(b)(5). 

10Bitcoins are digital assets that are issued and 

transferred via a decentralized, open-source 

protocol used by a peer-to-peer computer network 

through which transactions are recorded on a 

public transaction ledger known as the ‘‘bitcoin 

blockchain.’’ The bitcoin protocol governs the 

creation of new bitcoins and the cryptographic 

system that secures and verifies bitcoin 

transactions. See, e.g., Notice, 86 FR at 38130. 

11See Order Setting Aside Action by Delegated 

Authority and Disapproving a Proposed Rule 

Change, as Modified by Amendments No. 1 and 2, 

To List and Trade Shares of the Winklevoss Bitcoin 

Trust, Securities Exchange Act Release No. 83723 

(July 26, 2018), 83 FR 37579 (Aug. 1, 2018) (SR– 

BatsBZX–2016–30) (‘‘Winklevoss Order’’); Order 

Disapproving a Proposed Rule Change, as Modified 

by Amendment No. 1, To Amend NYSE Arca Rule 

8.201–E (Commodity-Based Trust Shares) and To 

List and Trade Shares of the United States Bitcoin 

and Treasury Investment Trust Under NYSE Arca 

Rule 8.201–E, Securities Exchange Act Release No. 

88284 (Feb. 26, 2020), 85 FR 12595 (Mar. 3, 2020) 

(SR–NYSEArca–2019–39) (‘‘USBT Order’’); Order 

Disapproving a Proposed Rule Change To List and 

Trade Shares of the WisdomTree Bitcoin Trust 

Under BZX Rule 14.11(e)(4), Commodity-Based 

Trust Shares, Securities Exchange Act Release No. 

93700 (Dec. 1, 2021), 86 FR 69322 (Dec. 7, 2021) 

(SR–CboeBZX–2021–024) (‘‘WisdomTree Order’’); 

Order Disapproving a Proposed Rule Change to List 

and Trade Shares of the Valkyrie Bitcoin Fund 

under NYSE Arca Rule 8.201–E (Commodity-Based 

Trust Shares), Securities Exchange Act Release No. 

93859 (Dec. 22, 2021), 86 FR 74156 (Dec. 29, 2021) 

(SR–NYSEArca–2021–31) (‘‘Valkyrie Order’’); Order 

Disapproving a Proposed Rule Change to List and 

Trade Shares of the Kryptoin Bitcoin ETF Trust 

under BZX Rule 14.11(e)(4), Commodity-Based 

Trust Shares, Securities Exchange Act Release No. 

93860 (Dec. 22, 2021), 86 FR 74166 (Dec. 29, 2021) 

(SR–CboeBZX–2021–029) (‘‘Kryptoin Order’’); 

Order Disapproving a Proposed Rule Change to List 

and Trade Shares of the First Trust SkyBridge 

Bitcoin ETF Trust under NYSE Arca Rule 8.201–E 

(Commodity-Based Trust Shares), Securities 

Exchange Act Release No. 94006 (Jan. 20, 2022), 87 

FR 3869 (Jan. 25, 2022) (SR–NYSEArca–2021–37) 

(‘‘SkyBridge Order’’); and Order Disapproving a 

Proposed Rule Change to List and Trade Shares of 

the Wise Origin Bitcoin Trust under BZX Rule 

14.11(e)(4), Commodity-Based Trust Shares, 

Securities Exchange Act Release No. 94080 (Jan. 27 

2022), 87 FR 5527 (Feb. 1, 2022) (SR–CboeBZX– 

2021–039) (‘‘Wise Origin Order’’). See also Order 

Disapproving a Proposed Rule Change, as Modified 

by Amendment No. 1, Relating to the Listing and 

Rule 403(a) requires a funding portal 

to implement written policies and 

procedures reasonably designed to 

achieve compliance with the federal 

securities laws and the rules and 

regulations thereunder relating to its 

business as a funding portal. Rule 403(b) 

provides that a funding portal must 

comply with privacy rules. Rule 404 

requires all registered funding portals to 

maintain certain books and records 

relating to their funding portal 

activities, for not less than five years, 

the first two in an easily accessible 

place. Rule 404(e) requires funding 

portals to furnish promptly to the 

Commission, its representatives, and the 

registered national securities association 

of which the funding portal is a member 

true, correct, complete and current 

copies of such records of the funding 

portal that are requested by the 

representatives of the Commission and 

the registered national securities 

association. 

The Commission staff estimates that 

annualized industry burden would be 

36,775 hours to comply with Rules 400– 

404. The Commission staff estimates 

that the costs associated with complying 

with Rules 400–404 are estimated to be 

approximately a total amount of 

$671,793. 

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 to be 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 in 

writing by May 16, 2022. 

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: David Bottom, Director/Chief 

Information Officer, Securities and 

Exchange Commission, c/o John 

Pezzullo, 100 F Street NE, Washington, 

DC 20549, or send an email to: PRA_

Mailbox@sec.gov. 

Dated: March 11, 2022. 

Eduardo A. Aleman, 

Deputy Secretary. 

[FR Doc. 2022–05541 Filed 3–15–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94395; File No. SR– 

NYSEArca–2021–57] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Order Disapproving a 

Proposed Rule Change To List and 

Trade Shares of the NYDIG Bitcoin ETF 

Under NYSE Arca Rule 8.201–E 

(Commodity-Based Trust Shares) 

March 10, 2022. 

I. Introduction 

On June 30, 2021, NYSE Arca, Inc. 

(‘‘NYSE Arca’’ 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 list and trade 

shares (‘‘Shares’’) of the NYDIG Bitcoin 

ETF (‘‘Trust’’) under NYSE Arca Rule 

8.201–E (Commodity-Based Trust 

Shares). The proposed rule change was 

published for comment in the Federal 

Register on July 19, 2021.3

On August 23, 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 September 29, 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 January 4, 2022, the 

Commission designated a longer period 

for Commission action on the proposed 

rule change.8

This order disapproves the proposed 

rule change. The Commission concludes 

that NYSE Arca has not met its burden 

under the Exchange Act and the 

Commission’s Rules of Practice to 

demonstrate that its proposal is 

consistent with the requirements of 

Exchange Act Section 6(b)(5), and in 

particular, the requirement that the 

rules of a national securities exchange 

be ‘‘designed to prevent fraudulent and 

manipulative acts and practices’’ and 

‘‘to protect investors and the public 

interest.’’ 9

When considering whether NYSE 

Arca’s proposal to list and trade the 

Shares is designed to prevent fraudulent 

and manipulative acts and practices, the 

Commission applies the same standard 

used in its orders considering previous 

proposals to list bitcoin 10-based 

commodity trusts and bitcoin-based 

trust issued receipts.11 As the 


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