14596 Federal Register / Vol. 87, No. 50 / Tuesday, March 15, 2022 / Notices 

protections. See id. at 44796–97. The Commission 

has subsequently stated that ‘‘[b]ecause of their 

unique structure, and the fact that at the outset 

investors will not know the ultimate business of the 

company similar to a blank check company, the 

Commission approved Nasdaq listing standards for 

SPACs that were similar in some respects to the 

investor protection measures contained in Rule 419 

under the Securities Act of 1933.’’ Securities 

Exchange Act Release No. 63607 (December 23, 

2010), 75 FR 82420, 82422 (December 30, 2010) 

(order approving SR–NASDAQ–2010–137). 

44See supra note 43 (describing how Nasdaq’s 

listing standards for SPACs are designed to address 

additional investor protection concerns presented 

by SPAC issuers given their unique structure). See 

also Securities Exchange Act Release No. 57785 

(May 6, 2008), 73 FR 27597, 27599 (May 13, 2008) 

(SR–NYSE–2008–17) (approving listing standards 

for SPACs on NYSE and stating that SPACs are 

‘‘essentially shell companies’’ and that the 

additional investor protection criteria on NYSE, 

which are comparable to those in IM–5101–2, 

‘‘should further the ability of investors to protect 

and monitor their investment pending a [b]usiness 

[c]ombination’’). 

45See Notice, supra note 3, at 36843; proposed 

IM–5101–2(f)(vi). 

46 17 CFR 201.700(b)(3). 

47 In disapproving this proposed rule change, the 

Commission has considered the proposed rule’s 

impact on efficiency, competition, and capital 

formation. See 15 U.S.C. 78c(f). As described above, 

two commenters expressed their belief that the 

proposal would result in a more efficient SPAC 

structure and use of capital. See supra notes 29–31 

and accompanying text. For the reasons discussed 

throughout, however, the Commission is 

disapproving the proposed rule change because it 

does not find that the proposed rule change is 

consistent with the Exchange Act. 

48 15 U.S.C. 78s(b)(2). 

49 Id. 

50 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78s(b)(3)(A). 

4 17 CFR 240.19b–4(f)(6). 

increasing the number of decisions with 

respect to unidentified companies that 

SPAC investors would be required to 

make, and determine whether or not to 

exercise redemption rights, the 

Exchange’s proposal could add 

considerable complexity to the structure 

and business combination strategies of 

SPACs, and exacerbate the investor 

protection concerns presented by 

companies where the business plan is to 

combine with another company that is 

unidentified at the time of investment.44

Nasdaq has not addressed these risks 

or how its proposal is consistent with 

Section 6(b)(5) of the Exchange Act in 

light of them, other than to state that 

shareholders will not be adversely 

affected because they still have the right 

to redeem their full pro rata share of the 

deposit account through more than one 

transaction.45 Based on the above, the 

Commission cannot find that the 

proposal is consistent with the 

requirement under Section 6(b)(5) of the 

Act that the proposal be designed, 

among other things, to protect investors 

and the public interest. 

As stated above, under the 

Commission’s Rules of Practice, the 

‘‘burden to demonstrate that a proposed 

rule change is consistent with the 

Exchange Act and the rules and 

regulations issued thereunder . . . is on 

the self-regulatory organization that 

proposed the rule change.’’ 46 For the 

foregoing reasons, the Exchange has not 

met its burden to demonstrate that its 

proposal is consistent with the 

Exchange Act. In particular, the 

Exchange has not adequately 

demonstrated that its proposal to allow 

a SPAC to contribute a portion of the 

amount held in its deposit account to 

the deposit account of a new SpinCo 

SPAC is consistent with investor 

protection, the public interest, and other 

relevant provisions of Section 6(b)(5) of 

the Exchange Act. Accordingly, for the 

reasons set forth above, the Commission 

must disapprove the proposed rule 

change because the Exchange has not 

met its burden to demonstrate that the 

proposal is consistent with Section 

6(b)(5) of the Exchange Act.47

IV. Conclusion 

The Commission does not find, 

pursuant to Section 19(b)(2) of the 

Exchange Act,48 that the proposed rule 

change is consistent with the Exchange 

Act and the rules and regulations 

thereunder applicable to a national 

securities exchange, and in particular, 

Section 6(b)(5) of the Exchange Act. 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Exchange Act,49

that the proposed rule change (SR– 

NASDAQ–2021–054) be, and hereby is, 

disapproved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.50

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–05369 Filed 3–14–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94383; File No. SR–MSRB– 

2022–01] 

Self-Regulatory Organizations; 

Municipal Securities Rulemaking 

Board; Notice of Filing and Immediate 

Effectiveness of a Proposed Rule 

Change To Further Extend the 

Regulatory Relief and Permit Dealers 

To Conduct Office Inspections 

Remotely Until December 31, 2022 

Pursuant to MSRB Rule G–27, on 

Supervision 

March 9, 2022. 

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

Securities Exchange Act of 1934 (‘‘Act’’ 

or ‘‘Exchange Act’’) 1 and Rule 19b–4 

thereunder,2 notice is hereby given that 

on March 1, 2022, the Municipal 

Securities Rulemaking Board (‘‘MSRB’’) 

filed with the Securities and Exchange 

Commission (‘‘SEC’’ or ‘‘Commission’’) 

the proposed rule change as described 

in Items I, II, and III below, which Items 

have been prepared by the MSRB. 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 MSRB filed with the Commission 

a proposed rule change to amend 

Supplementary Material .01, Temporary 

Relief for Completing Office 

Inspections, of MSRB Rule G–27, on 

supervision, to further extend the 

regulatory relief and permit brokers, 

dealers and municipal securities dealers 

(collectively, ‘‘dealers’’) to conduct 

office inspections, due to be completed 

during calendar year 2022, remotely 

until December 31, 2022 (the ‘‘proposed 

rule change’’). 

The MSRB has designated the 

proposed rule change as constituting a 

‘‘noncontroversial’’ rule change under 

Section 19(b)(3)(A) 3 of the Act and Rule 

19b–4(f)(6) 4 thereunder, which renders 

the proposal effective upon receipt of 

this filing by the Commission. The 

MSRB proposes an operative date of 

May 2, 2022. 

The text of the proposed rule change 

is available on the MSRB’s website at 

www.msrb.org/Rules-andInterpretations/SEC-Filings/2022- 

Filings.aspx, at the MSRB’s 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 

MSRB 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 MSRB has 

prepared summaries, set forth in 

Sections A, B, and C below, of the most 

significant aspects of such statements. 


khammond on DSKJM1Z7X2PROD with NOTICES
Federal Register / Vol. 87, No. 50 / Tuesday, March 15, 2022 / Notices 14597 

5See Exchange Act Release No. 88694 (April 20, 

2020), 85 FR 23088 (April 24, 2020) (File No. SR– 

MSRB–2020–01). 

6See Exchange Act Release No. 90621 (December 

9, 2020), 85 FR 81254 (December 15, 2020) (File No. 

SR–MSRB–2020–09). 

7See Exchange Act Release No. 93435 (October 

27, 2021), 86 FR 60522 (November 2, 2021) (File 

No. SR–MSRB–2021–06). 

8The MSRB noted in the October relief that it 

would continue to monitor the effectiveness of 

remote office inspections on dealers’ overall 

supervisory systems and would consider more longterm regulatory initiatives that align with and 

promote the evolving ways dealers are doing 

business and supervising the activities of the dealer 

and its associated persons. Id. The MSRB is still 

undertaking such review. 

9See The Centers for Disease Control and 

Prevention (‘‘CDC’’), Omicron Variant: What You 

Need to Know (stating, in part, that ‘‘the Omicron 

variant spreads more easily than the original virus 

that causes COVID–19 and the Delta variant. [The] 

CDC expects that anyone with Omicron infection 

can spread the virus to others, even if they are 

vaccinated or don’t have symptoms.’’) available at 

https://www.cdc.gov/coronavirus/2019-ncov/ 

variants/omicron-variant.html (updated February 2, 

2022). 

10On January 10, 2022, FINRA made a filing with 

the SEC for immediate effectiveness having noted 

that amendments to FINRA Rule 3110.17 provides 

a tailored regulatory alternative for their member 

firms to have the option, subject to specified 

conditions, to complete their inspection obligations 

remotely. See Exchange Act Release No. 94018 

(January 20, 2022), 87 FR 4072 (January 26, 2022) 

(File No. SR–FINRA–2022–001). Previously, on 

September 13, 2021, FINRA made a filing with the 

SEC for immediate effectiveness, noting that while 

some firms have taken affirmative steps to develop 

and implement phased-in office re-entry plans 

based on local conditions, there are many other 

firms that have not. See Exchange Act Release No. 

93002 (September 15, 2021), 86 FR 52508 

(September 21, 2021) (File No. SR–FINRA–2021– 

023). 

11As previously noted, a temporary location 

established in response to the implementation of a 

business continuity plan is not deemed an office for 

purposes of complying with the office inspection 

obligations, under MSRB Rule G–27. See supra note 

5. 12 15 U.S.C. 78o–4(b)(2)(C). 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The MSRB continues to closely 

monitor the impact on municipal 

market participants resulting from the 

coronavirus disease (‘‘COVID–19’’ or 

‘‘pandemic’’) and believes the 

additional six-month extension of time 

to conduct office inspections remotely, 

due to be completed in calendar year 

2022, would allow dealers to better 

address ongoing operational challenges 

caused by the pandemic. In light of 

these operational challenges and 

disruptions to normal business 

functions as a result of the pandemic, 

the MSRB previously filed a proposed 

rule change for immediate effectiveness 

with the SEC in April 2020,5 a second 

proposed rule change in December 

2020,6 and a third proposed rule change 

in October 2021 7 (‘‘April relief,’’ 

‘‘December relief,’’ and ‘‘October 

relief’’). In connection with the April 

relief, the MSRB provided an extension 

of time for dealers to complete certain 

supervisory obligations, including, 

among other things, that office 

inspections due to be conducted during 

calendar year 2020 could be conducted 

by March 31, 2021, but with the 

expectation that dealers would conduct 

their inspections on-site. The December 

relief provided dealers with the option 

to conduct their office inspections 

remotely that were due to be completed 

by March 31, 2021 (for calendar year 

2020) and those for calendar year 2021, 

subject to certain conditions being met. 

The October relief provided an 

additional extension of time permitting 

dealers to continue to conduct office 

inspections remotely until June 30, 

2022, for their office inspections that are 

due to be completed for calendar year 

2022.8

Through stakeholder engagement, the 

MSRB notes that dealers have delayed 

their return to office plans due to the 

continued pandemic and are 

considering, or have implemented, 

hybrid work arrangements dependent 

on functions and regulatory 

requirements, which has created 

logistical challenges to conducting inperson office inspections. To that end, 

in order to address ongoing industrywide concerns regarding having to 

conduct in-person office inspections 

while safety concerns related to the 

pandemic persist 9 and to align with the 

ongoing pandemic-related regulatory 

relief provided by FINRA,10 the MSRB 

is proposing amendments to 

Supplementary Material .01 of MSRB 

Rule G–27. The proposed amendments 

to Supplementary Material .01 of MSRB 

Rule G–27 would allow dealers to 

satisfy their office inspection obligations 

by permitting dealers to conduct 

calendar year 2022 office inspections 

remotely for the remainder of calendar 

year 2022—extending the current relief 

for an additional six months from June 

30, 2022, to December 31, 2022.11

The conditions required to be met for 

dealers to avail themselves of the option 

to conduct office inspections remotely 

remain unchanged; however, 

amendments are being proposed to 

paragraph (a) and (d) to reflect the 

additional extension of time under the 

proposed rule change. Pursuant to 

paragraphs (b)–(d) of Supplementary 

Material .01 of MSRB Rule G–27, in 

dealers electing to conduct their office 

inspections remotely, such dealers must 

(i) amend or supplement their written 

supervisory procedures as appropriate 

to provide for remote inspections that 

are reasonably designed to assist in 

detecting and preventing violations of, 

and achieving compliance with, 

applicable securities laws and 

regulations, and with applicable Board 

rules; (ii) use remote office inspections 

as part of an effective supervisory 

system, which would include the 

ongoing review of activities and 

functions occurring at all offices and 

locations whether or not the dealer 

conducts inspections remotely; and (iii) 

make and maintain the required records 

for all offices or locations that had 

inspections that were conducted 

remotely; and any offices or locations 

for which the dealer determined to 

impose additional supervisory 

procedures or more frequent 

monitoring. 

2. Statutory Basis 

The MSRB believes that the proposed 

rule change is consistent with Section 

15B(b)(2)(C) of the Exchange Act,12

which provides that the MSRB’s rules 

shall: 

be 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 municipal 

securities and municipal financial products, 

to remove impediments to and perfect the 

mechanism of a free and open market in 

municipal securities and municipal financial 

products, and, in general, to protect 

investors, municipal entities, obligated 

persons, and the public interest. 

The proposed rule change is designed 

to provide dealers additional time to 

comply with certain obligations under 

MSRB rules for a temporary period of 

time; it does not relieve dealers from 

compliance with their core regulatory 

obligations to establish and maintain a 

system to supervise the activities of 

each of its associated persons that is 

reasonably designed to achieve 

compliance with applicable rules and 

regulations, and with applicable MSRB 

rules, which serve to protect investors, 

municipal entities, obligated persons, 

and the public interest. The MSRB 

continues to believe extending the relief 

and affording dealers the option to 

conduct remote inspections due to be 

completed in calendar year 2022, an 

additional six-month extension, until 

December 31, 2022, is a prudent 

regulatory approach allowing dealers 

more time to assess when and how to 

have their employees safely return to 


khammond on DSKJM1Z7X2PROD with NOTICES
14598 Federal Register / Vol. 87, No. 50 / Tuesday, March 15, 2022 / Notices 

13The proposed amendments only create the 

option for dealers to conduct office inspections 

remotely through December 31, 2022. With that in 

mind, dealers should consider whether, under their 

particular operating conditions, reliance on remote 

inspections would be reasonable under the 

circumstances. 

14 15 U.S.C. 78o–4(b)(2)(C). 

15 15 U.S.C. 78s(b)(3)(A). 

16 17 CFR 240.19b–4(f)(6). 

17 17 CFR 200.30–3a(a)(2). 

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

2 17 CFR 240.19b–4. 

their offices while continuing to serve 

the important investor protection 

objectives of the inspection obligations 

under these unique circumstances. 

In a time when faced with unique 

challenges resulting from the sustained 

pandemic, the proposed rule change 

will afford dealers the ability to 

safeguard the health and safety of their 

personnel and to more effectively 

allocate resources to serve and promote 

the protection of investors, municipal 

entities, obligated persons and the 

public interest while much uncertainty 

still remains. In addition, the proposed 

rule change will also alleviate some of 

the operational challenges dealers may 

be experiencing, which will allow them 

to more effectively allocate resources to 

the operations that facilitate 

transactions in municipal securities and 

municipal financial products, to remove 

impediments to and perfect the 

mechanism of a free and open market in 

municipal securities and municipal 

financial products.13

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

Section 15B(b)(2)(C) of the Act 

requires that MSRB rules be designed 

not to impose any burden on 

competition that is not necessary or 

appropriate in furtherance of the 

purposes of the Act.14 In fact, the MSRB 

does not believe that the proposed rule 

change will have any burden on 

competition because the proposed rule 

change treats all dealers equally in that 

all dealers have the option to elect to 

conduct remote inspections remotely 

through December 31, 2022. The goal of 

the proposed rule change is to grant 

additional time for dealers to assess 

their resources, establish office 

inspection schedules for the second half 

of 2022 and meet their office inspection 

obligations, under Supplementary 

Material .01 of Rule G–27, while also 

determining how to best implement 

their return to office plans in a safe and 

effective manner during the exigent 

circumstances of the COVID–19 

pandemic. The temporary relief afforded 

does not alter dealers underlying 

obligations under the rule and with 

applicable MSRB rules that directly 

serve investor protection. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

Written comments were neither 

solicited nor received on the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the foregoing proposed rule 

change does not: (i) Significantly affect 

the protection of investors or the public 

interest; (ii) impose any significant 

burden on competition; and (iii) become 

operative for 30 days from the date on 

which it was filed, or such shorter time 

as the Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A) of the Act 15 and Rule 19b– 

4(f)(6) 16 thereunder. At any time within 

60 days of the filing of the proposed rule 

change, the Commission summarily may 

temporarily suspend such rule change if 

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. 

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– 

MSRB–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–MSRB–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 MSRB. 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–MSRB–2022–01 and should 

be submitted on or before April 5, 2022. 

For the Commission, by the Office of 

Municipal Securities, pursuant to delegated 

authority.17

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–05372 Filed 3–14–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94384; File No. SR–MIAX– 

2022–11] 

Self-Regulatory Organizations; Miami 

International Securities Exchange, 

LLC; Notice of Filing and Immediate 

Effectiveness of a Proposed Rule 

Change To Amend the MIAX Options 

Fee Schedule To Adopt Fees for a New 

Data Product Called the Liquidity Taker 

Event Report—Complex Orders 

March 9, 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 February 

25, 2022, Miami International Securities 

Exchange, LLC (‘‘MIAX’’ 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 Exchange. 

The Commission is publishing this 

notice to solicit comments on the 


khammond on DSKJM1Z7X2PROD with NOTICES