```

[Federal Register Volume 89, Number 247 (Thursday, December 26, 2024)]
[Notices]
[Pages 105143-105152]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-30779]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-101973; File No. SR-MEMX-2024-47]

Self-Regulatory Organizations; MEMX LLC; Notice of Filing and 
Immediate Effectiveness of a Proposed Rule Change To Amend Exchange 
Rule 19.3, Criteria for Underlying Securities, To List and Trade 
Options on the Grayscale Bitcoin Trust, the Grayscale Bitcoin Mini 
Trust, and the Bitwise Bitcoin ETF

December 19, 2024.
    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 December 12, 2024, MEMX LLC (``MEMX'' or ``Exchange'') filed with 
the Securities and Exchange Commission (``Commission'') the 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.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange is filing with the Commission a proposed rule change 
to amend Rule 19.3, Criteria for Underlying Securities. The text of the 
proposed rule change is provided in Exhibit 5.

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 forth in 
sections A, B, and C below, of the most significant aspects of such 
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend Rule 19.3 regarding the criteria for 
underlying securities. Specifically, the Exchange proposes to amend 
Rule 19.3(i) to allow the Exchange to list and trade options on shares 
or other securities (``Fund Shares'') that are principally traded on a 
national securities exchange and are defined as an ``NMS stock'' under 
Rule 600 of Regulation NMS and that represent interests in the 
Grayscale Bitcoin Trust (the ``Grayscale Fund''), the Grayscale Bitcoin 
Mini Trust (the ``Grayscale Mini Fund''), or the Bitwise Bitcoin ETF 
(the ``Bitwise Fund'' and, together with the Grayscale Fund, and the 
Grayscale Mini Fund, the ``Bitcoin Funds'').\3\ This is a

[[Page 105144]]

competitive filing based on a similar proposal submitted by NYSE 
American, LLC (``NYSE American'') which was recently approved by the 
Securities and Exchange Commission (the ``Commission'').\4\ Current 
Rule 19.3(i) provides that, subject to certain other criteria set forth 
in that Rule, securities deemed appropriate for options trading include 
Fund Shares that represent certain types of interests,\5\ including 
interests in certain specific trusts that hold financial instruments, 
money market instruments, precious metals (which are deemed 
commodities), or Bitcoin (which is deemed a commodity). In addition, 
Rule 19.3(i)(1) requires that Fund Shares meet the criteria and 
standards set forth in Rule 19.3(a) and (b) \6\ or (2) be available for 
creation or redemption each business day from or through the issuer in 
cash or in kind at a price related to net asset value, and the issuer 
must be obligated to issue Fund Shares in a specified aggregate number 
even if some or all of the investment assets required to be deposited 
have not been received by the issuer, subject to the condition that the 
person obligated to deposit the investments has undertaken to deliver 
the investment assets as soon as possible and such undertaking is 
secured by the delivery and maintenance of collateral consisting of 
cash or cash equivalents satisfactory to the issuer, as provided in the 
respective prospectus.
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    \3\ See Securities Exchange Act Release No. 99306 (January 10, 
2024), 89 FR 3008, (January 17, 2024) (SR-NYSEArca-2021-90; SR-
NYSEArca-2023-44; SR-NYSEArca-2023-58; SRNASDAQ-2023-016; SR-NASDAQ-
2023-019; SR-CboeBZX-2023-028; SR-CboeBZX-2023-038; SR-CboeBZX-2023-
040; SR-CboeBZX-2023-042; SR-CboeBZX-2023-044; and SR-CboeBZX-2023-
072) (Order Granting Accelerated Approval of Proposed Rule Changes, 
as Modified by Amendments Thereto, to List and Trade Bitcoin-Based 
Commodity-Based Trust Shares and Trust Units) (``Bitcoin ETP 
Approval Order'').
    \4\ See Securities Exchange Act Release No. 101386 (October 18, 
2024), 89 FR 84960 (October 24, 2024) (SR-NYSEAMER-2024-49) (``NYSE 
American Approval'').
    \5\ See Rule 19.3(i) which permits options trading on Fund 
Shares that (1) represent interests in registered investment 
companies (or series thereof) organized as open-end management 
investment companies, unit investment trusts or similar entities, 
and that hold portfolios of securities comprising or otherwise based 
on or representing investments in indexes or portfolios of 
securities (or that hold securities in one or more other registered 
investment companies that themselves hold such portfolios of 
securities) (``Funds '') and/or financial instruments including, but 
not limited to, stock index futures contracts, options on futures, 
options on securities and indexes, equity caps, collars and floors, 
swap agreements, forward contracts, repurchase agreements and 
reverse repurchase agreements (the ``Financial Instruments''), and 
money market instruments, including, but not limited to, U.S. 
government securities and repurchase agreements (the ``Money Market 
Instruments'') constituting or otherwise based on or representing an 
investment in an index or portfolio of securities and/or Financial 
Instruments and Money Market Instruments, or (2) represent commodity 
pool interests principally engaged, directly or indirectly, in 
holding and/or managing portfolios or baskets of securities, 
commodity futures contracts, options on commodity futures contracts, 
swaps, forward 477 [sic] contracts and/or options on physical 
commodities and/or non-U.S. currency (``Commodity Pool ETFs'') or 
(3) represent interests in a trust or similar entity that holds a 
specified non-U.S. currency or currencies deposited with the trust 
or similar entity when aggregated in some specified minimum number 
may be surrendered to the trust by the beneficial owner to receive 
the specified non-U.S. currency or currencies and pays the 
beneficial owner interest and other distributions on the deposited 
non-U.S. currency or currencies, if any, declared and paid by the 
trust (``Currency Trust Shares''), or (4) represent interests in the 
SPDR Gold Trust or are issued by the iShares COMEX Gold Trust, the 
iShares Silver Trust, or the iShares Bitcoin Trust.
    \6\ Rule 19.3(a) and (b) sets forth the criteria that underlying 
securities must satisfy for option contracts on those underlying 
securities to be eligible for listing and trading on the Exchange.
---------------------------------------------------------------------------

    The Bitcoin Funds are Bitcoin-backed commodity exchange-traded 
funds (``ETFs'') structured as trusts. Similar to any Fund Share 
currently deemed appropriate for options trading under Rule 19.3(i), 
the investment objective of each Bitcoin Fund is for its shares to 
reflect the performance of Bitcoin (less the expenses of the trust's 
operations), offering investors an opportunity to gain exposure to 
Bitcoin without the complexities of Bitcoin delivery. As is the case 
for Fund Shares currently deemed appropriate for options trading, a 
Bitcoin Fund's shares represent units of fractional undivided 
beneficial interest in the trust, the assets of which consist 
principally of Bitcoin and are designed to track Bitcoin or the 
performance of the price of Bitcoin and offer access to the Bitcoin 
market.\7\ The Bitcoin Funds provide investors with cost-efficient 
alternatives that allow a level of participation in the Bitcoin market 
through the securities market. The primary substantive difference 
between Bitcoin Funds and Fund Shares currently deemed appropriate for 
options trading is that Fund Shares may hold securities, certain 
financial instruments, and specified precious metals (which are deemed 
commodities), while Bitcoin Funds hold Bitcoin (which is also deemed a 
commodity). The Bitcoin Funds are similar to the iShares Bitcoin Trust, 
which is already eligible for options trading on the Exchange.\8\
---------------------------------------------------------------------------

    \7\ The trust may include minimal cash.
    \8\ See Rule 19.3(i).
---------------------------------------------------------------------------

    The Exchange's initial listing standards for Fund Shares on which 
options may be listed and traded on the Exchange will apply to the 
Bitcoin Funds. Pursuant to Rule 19.3(a), a security (which includes a 
Fund Share) on which options may be listed and traded on the Exchange 
must be registered with the Commission and be an ``NMS stock'' as 
defined in Rule 600 of Regulation NMS under the Act; and the security 
shall be characterized by a substantial number of outstanding shares 
that are widely held and actively traded. Rule 19.3(i)(1) requires that 
Fund Shares either (1) meet the criteria and standards set forth in 
Rule 19.3(a) and (b),\9\ or (2) are available for creation or 
redemption each business day in cash or in kind from the investment 
company, commodity pool or other entity at a price related to net asset 
value, and the investment company, commodity pool or other entity is 
obligated to provide that Fund Shares may be created even if some or 
all of the securities and/or cash required to be deposited have not 
been received by the Fund, the unit investment trust or the management 
investment company, provided the authorized creation participant has 
undertaken to deliver the securities and/or cash as soon as possible 
and such undertaking is secured by the delivery and maintenance of 
collateral consisting of cash or cash equivalents satisfactory to the 
Fund, all as described in the Fund's or unit trust's prospectus. Each 
Bitcoin Fund satisfies Rule 19.3(i)(1)(B) as each is subject to this 
creation and redemption process.
---------------------------------------------------------------------------

    \9\ Rule 19.3(a) and (b) sets forth the criteria an underlying 
security must meet for the Exchange to be able to list options on 
the underlying.
---------------------------------------------------------------------------

    Options on the Bitcoin Funds will be subject to the Exchange's 
continued listing standards set forth in Rule 19.4(g) for Fund Shares 
deemed appropriate for options trading pursuant to Rule 19.3(i). 
Specifically, 19.4(g) provides that Fund Shares that were initially 
approved for options trading pursuant to Rule 19.3 will not be deemed 
to meet the requirements for continued approval, and the Exchange shall 
not open for trading any additional series of option contracts of the 
class covering such Fund Shares if the security ceases to be an NMS 
stock (see Rule 19.4(b)(4)). Additionally, the Exchange will not open 
for trading any additional series of option contracts of the class 
covering Fund Shares in any of the following circumstances: (1) in the 
case of options covering Fund Shares approved for trading under Rule 
19.3(i)(4)(A), in accordance with the terms of Rule 19.4(b)(1), (2) and 
(3); (2) in the case of options covering Fund Shares approved pursuant 
to Rule 19.3(i)(4)(B), following the initial 12-month period beginning 
upon the commencement of trading in the Fund Shares on a national 
securities exchange and are defined as NMS stock under Rule 600 of 
Regulation NMS, there were fewer than 50 record and/or beneficial 
holders of such Fund Shares for 30 consecutive days; (3) the value of 
the index, non-U.S. currency, portfolio

[[Page 105145]]

of commodities including commodity futures contracts, options on 
commodity futures contracts, swaps, forward contracts and/or options on 
physical commodities and/or Financial Instruments or Money Market 
Instruments, or portfolio of securities on which the Fund Shares are 
based is no longer calculated or available; or (4) such other event 
occurs or condition exists that in the opinion of the Exchange makes 
further dealing in such options on the Exchange inadvisable.
    Options on each Bitcoin Fund will be physically settled contracts 
with American-style exercise.\10\ Consistent with current Rule 19.5, 
which governs the opening of options series on a specific underlying 
security (including Fund Shares), the Exchange will open at least one 
expiration month for options on each Bitcoin Fund \11\ at the 
commencement of trading on the Exchange and may also list series of 
options on each Bitcoin Fund for trading on a weekly,\12\ monthly,\13\ 
or quarterly \14\ basis.
---------------------------------------------------------------------------

    \10\ See Rule 19.2, which provides that the rights and 
obligations of holders and writers are set forth in the Rules of the 
Options Clearing Corporation (``OCC''); see also OCC Rules, Chapters 
VIII (which governs exercise and assignment) and Chapter IX (which 
governs the discharge of delivery and payment obligations arising 
out of the exercise of physically settled stock option contracts).
    \11\ See Rule 19.5(b). The monthly expirations are subject to 
certain listing criteria for underlying securities described within 
Rule 19.3. Monthly listings expire the third Friday of the month. 
The term ``expiration date'' (unless separately defined elsewhere in 
the OCC By-Laws), when used in respect of an option contract 
(subject to certain exceptions), means the third Friday of the 
expiration month of such option contract, or if such Friday is a day 
on which the exchange on which such option is listed is not open for 
business, the preceding day on which such exchange is open for 
business. See OCC By-Laws Article I, Section 1. Pursuant to Rule 
19.5(c), additional series of options of the same class may be 
opened for trading on the Exchange when the Exchange deems it 
necessary to maintain an orderly market, to meet customer demand or 
when the market price of the underlying stock moves more than five 
strike prices from the initial exercise price or prices. New series 
of options on an individual stock may be added until the beginning 
of the month in which the options contract will expire. Due to 
unusual market conditions, the Exchange, in its discretion, may add 
a new series of options on an individual stock until the close of 
trading on the business day prior to expiration.
    \12\ See Rule 19.5, Interpretation and Policy .05.
    \13\ See Rule 19.5, Interpretation and Policy .08.
    \14\ See Rule 19.5, Interpretation and Policy .04.
---------------------------------------------------------------------------

    Pursuant to Rule 19.5, Interpretation and Policy .01, which governs 
strike prices of series of options on Fund Shares, the interval of 
strikes prices for series of options on Bitcoin Funds will be $1 or 
greater when the strike price is $200 or less and $5 or greater where 
the strike price is over $200.\15\ Additionally, the Exchange may list 
series of options pursuant to the $1 Strike Price Interval Program,\16\ 
the $0.50 Strike Program,\17\ the $2.50 Strike Price Program,\18\ and 
the $5 Strike Program.\19\ Pursuant to Rule 21.5, where the price of a 
series of a Bitcoin Fund option is less than $3.00, the minimum 
increment will be $0.05, and where the price is $3.00 or higher, the 
minimum increment will be $0.10.\20\ Any and all new series of Bitcoin 
Fund options that the Exchange lists will be consistent and comply with 
the expirations, strike prices, and minimum increments set forth in 
Rules 19.5 and 21.5, as applicable.
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    \15\ The Exchange notes that for options listed pursuant to the 
Short Term Option Series Program, the Monthly Options Series 
Program, and the Quarterly Options Series Program, Rule 19.5, 
Interpretations and Policies .05, .08, and .04 specifically sets 
forth intervals between strike prices on Quarterly Options Series, 
Short Term Option Series, and Monthly Options Series, respectively.
    \16\ See Rule 19.5, Interpretation and Policy .02.
    \17\ See Rule 19.5, Interpretation and Policy .06.
    \18\ See Rule 19.5, Interpretation and Policy .03.
    \19\ See Rule 19.5(d)(5).
    \20\ If options on a Bitcoin Fund are eligible to participate in 
the Penny Interval Program, the minimum increment will be $0.01 for 
series with a price below $3.00 and $0.05 for series with a price at 
or above $3.00. See Rule 21.5(d) (which describes the requirements 
for the Penny Interval Program).
---------------------------------------------------------------------------

    Bitcoin Fund options will trade in the same manner as any other 
Fund Share options on the Exchange. The Exchange Rules that currently 
apply to the listing and trading of all Fund Share options on the 
Exchange, including, for example, Rules that govern listing criteria, 
expirations, exercise prices, minimum increments, margin requirements, 
customer accounts, and trading halt procedures will apply to the 
listing and trading of Bitcoin Funds options on the Exchange in the 
same manner as they apply to other options on all other Fund Shares 
that are listed and traded on the Exchange, including the precious-
metal backed commodity Fund Shares and the Fidelity and Ark 21 Funds 
already deemed appropriate for options trading [sic] on the Exchange 
pursuant to current already deemed appropriate for options trading 
[sic] on the Exchange pursuant to current Rule 19.3(i).
    Pursuant to Rules 18.7 \21\ and 18.9, the position and exercise 
limits, respectively, for each Bitcoin Fund option will be 25,000 same 
side option contracts. In considering the appropriate position and 
exercise limits for the Bitcoin Funds, the Exchange reviewed the data 
presented by NYSE American in its filing.\22\ NYSE American aggregated 
market capitalization, volume, and shares outstanding data of the 
Bitcoin Funds and compared that data to those of other ETFs, and 
compared the proposed position limit of the Bitcoin Funds to the 
position limits of the options overlying those other ETFs. The Exchange 
reviewed NYSE American's data that demonstrated that each of these 
three Bitcoin Funds would easily qualify for the 250,000-contract 
position limit available to other ETFs and ETPs.\23\
---------------------------------------------------------------------------

    \21\ See Regulatory Notice 23-12, available at: https://info.memxtrading.com/wp-content/uploads/2023/09/RegNotice-23-12-Options-Position-Limits.pdf, which informed Exchange members of the 
specific position limits applicable to options trading on MEMX 
Options, pursuant to Rule 18.7, as those position limits calculated 
and disseminated by the OCC, published daily and which can be found 
at: https://www.theocc.com/market-data/market-data-reports/series-and-trading-data/position-limits.
    \22\ See NYSE American Approval.
    \23\ To be eligible for the 250,000 option contract limit, 
either the most recent six-month trading volume of the underlying 
security must have totaled at least 100,000,000 shares; or the most 
recent six-month trading volume of the underlying security must have 
totaled at least 75,000,000 shares and the underlying security must 
have at least 300,000,000 currently outstanding.

[[Page 105146]]

------------------------------------------------------------------------
                                                          Total volume
                                                         (shares) (as of
                     Bitcoin Fund                         September 30,
                                                              2024)
------------------------------------------------------------------------
Grayscale Fund........................................       723,758,100
Grayscale Mini Fund...................................       335,492,930
Bitwise Fund..........................................       263,965,870
------------------------------------------------------------------------

    Based on this trading volume,\24\ each Bitcoin Fund exceeded the 
requisite 100,000,000 shares necessary to qualify for the 250,000-
contract position and exercise limits. By comparison, the underlying of 
other options with six-month trading volume less than the volumes in 
the table above are eligible for position and exercise limits of at 
least 250,000.\25\
---------------------------------------------------------------------------

    \24\ See FactSet, 9/30/2024, https://www.factset.com/data-attribution. Bitwise Fund shares began trading on July 31, 2024, and 
therefore the data in the above table has only two months of trading 
data available.
    \25\ See https://www.theocc.com/Market-Data/Market-Data-Reports/Series-and-Trading-Data/SeriesSearch (including the following 
symbols that have a position limit of 250,000: GLD, IAU, SLV, SIVR, 
SGOL).
---------------------------------------------------------------------------

    Second, with respect to the outstanding shares of these three 
Bitcoin Funds, the Exchange reviewed NYSE American's data regarding the 
outstanding shares of each of these Bitcoin Funds. NYSE American 
performed an exercise to demonstrate that if a market participant held 
the maximum number of contracts possible pursuant to the proposed 
position and exercise limits (25,000 contracts), the equivalent shares 
represented by the proposed position and exercise limits (2,500,000 
shares) would represent the following approximate percentage of 
outstanding shares as of August 30, 2024:

----------------------------------------------------------------------------------------------------------------
                                                                                                   Percentage of
                   Bitcoin Fund                      Proposed position/exercise     Outstanding     outstanding
                                                     limits in equivalent shares      shares        shares (%)
----------------------------------------------------------------------------------------------------------------
Grayscale Fund....................................                     2,500,000     284,570,100             0.9
Grayscale Mini Fund...............................                     2,500,000     366,950,100             0.7
Bitwise Fund......................................                     2,500,000      68,690,000             3.6
----------------------------------------------------------------------------------------------------------------

    As this table demonstrates, if a market participant held the 
maximum permissible options positions in one of the Bitcoin Fund 
options and exercised all of them at the same time, that market 
participant would control a small percentage of the outstanding shares 
of the underlying Bitcoin Fund. For example, as noted above, a position 
limit of 25,000 same side contracts effectively restricts a market 
participant from holding positions that could result in the receipt of 
no more than 2,500,000 shares of the applicable Bitcoin Fund (if that 
market participant exercised all its options). NYSE American used the 
number of shares outstanding for each Bitcoin Fund as of August 30, 
2024, and calculated the approximate number of market participants that 
could hold the maximum of 25,000 same side positions in each Bitcoin 
Fund that would equate to the number of shares outstanding of that 
Bitcoin Fund:

------------------------------------------------------------------------
                                                     Number of market
                                 Outstanding        participants with
        Bitcoin Fund                shares           25,000 same side
                                                        positions
------------------------------------------------------------------------
Grayscale Fund..............        284,570,100                      114
Grayscale Mini Fund.........        366,950,100                      147
Bitwise Fund................         68,690,000                       27
------------------------------------------------------------------------

    This means if 114 market participants had 25,000 same side 
positions in options on the Grayscale Fund, each of them would have to 
simultaneously exercise all of those options to create a scenario that 
may put the underlying security under stress. Similarly, this means if 
147 market participants had 25,000 same side positions in options on 
the Grayscale Mini Fund, each of them would have to simultaneously 
exercise all of those options to create a scenario that may put the 
underlying security under stress. Finally, this means if 27 market 
participants had 25,000 same side positions in options on the Bitwise 
Fund, each of them would have to simultaneously exercise all of those 
options to create a scenario that may put the underlying security under 
stress. The Exchange believes it is highly unlikely for this to occur; 
however, even if such event did occur, the Exchange would not expect 
any of the Bitcoin Fund to be under stress because such an event would 
merely induce the creation of more shares through the trust's creation 
and redemption process.
    NYSE American also performed an exercise to compare the size of the 
proposed position limit to the market capitalization of the Bitcoin 
market given that the issuer of each of these three Bitcoin Funds may 
create and redeem shares that represent an interest in Bitcoin. NYSE 
American took the global supply of Bitcoin, which was 19,747,066, and 
the price of one Bitcoin, which was approximately $59,108.23, as of 
August 30, 2024, which equates to a market capitalization of 
approximately

[[Page 105147]]

$1.167 trillion.\26\ Consider the proposed position and exercise limit 
of 25,000 option contracts for each Bitcoin Fund option. A position and 
exercise limit of 25,000 same side contracts effectively restricts a 
market participant from holding positions that could result in the 
receipt of no more than 2,500,000 shares of the Grayscale Fund, the 
Grayscale Mini Fund, or the Bitwise Fund, as applicable (if that market 
participant exercised all its options). NYSE American considered the 
share price of each Bitcoin Fund on August 30, 2024 and calculated the 
value of 2,500,000 shares of the Bitcoin Fund at that price, and the 
approximate percentage of that value of the size of the Bitcoin market:
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    \26\ See https://www.blockchain.com/explorer/charts/total-bitcoins.

----------------------------------------------------------------------------------------------------------------
                                                                                     Value of
                          Bitcoin Fund                              Share price      2,500,000     Percentage of
                                                                        ($)           shares      bitcoin market
----------------------------------------------------------------------------------------------------------------
Grayscale Fund..................................................           46.75     116,875,000           0.010
Grayscale Mini Fund.............................................            5.20      13,000,000           0.001
Bitwise Fund....................................................           31.95      79,875,000           0.007
----------------------------------------------------------------------------------------------------------------

    Therefore, if a market participant with the maximum 25,000 same 
side contracts in options on the Grayscale Fund, the Grayscale Mini 
Fund, or the Bitwise Fund exercised all positions at one time, such an 
event would have no practical impact on the Bitcoin market.
    The Exchange also reviewed NYSE American's data regarding the 
market capitalization of each of these three Bitcoin Funds relative to 
the market capitalization of the entire Bitcoin market, as of August 
30, 2024: \27\
---------------------------------------------------------------------------

    \27\ See id.

----------------------------------------------------------------------------------------------------------------
                                                        Bitcoin/shares                              % of total
                                                         outstanding        Market value  ($)     Bitcoin market
----------------------------------------------------------------------------------------------------------------
Total Bitcoin Market................................         19,747,066        1,167,214,096,788             100
Grayscale Fund......................................        284,570,100           13,443,091,524            1.15
Grayscale Mini Fund.................................        366,950,100            1,930,157,526            0.17
Bitwise Fund........................................         68,690,000            2,221,640,670            0.19
----------------------------------------------------------------------------------------------------------------

    As this data gathered by NYSE American demonstrates, none of these 
three Bitcoin Funds represent more than 1.2% of the global supply of 
Bitcoin (19,747,066). Based on the $46.75 price of a Grayscale Fund 
share on August 30, 2024, a market participant could have redeemed one 
Bitcoin for approximately 1,264 Grayscale Fund shares. Another 
24,967,146,455 Grayscale Fund shares could be created before the supply 
of Bitcoin was exhausted. As a result, 9,987 market participants would 
have to simultaneously exercise 25,000 same side positions in Grayscale 
Fund options to receive shares of the Grayscale Fund holding the entire 
global supply of Bitcoin. Similarly, based on the $5.20 price of a 
Grayscale Mini Fund share on August 30, 2024, a market participant 
could have redeemed one Bitcoin for approximately 11,367 Grayscale Mini 
Fund shares. Another 224,464,249,382 Grayscale Mini Fund shares could 
be created before the supply of Bitcoin was exhausted. As a result, 
89,786 market participants would have to simultaneously exercise 25,000 
same side positions in Grayscale Mini Fund options to receive shares of 
Grayscale Mini Fund holding the entire global supply of Bitcoin. 
Similarly, based on the $31.95 price of a Bitwise Fund share on August 
30, 2024, a market participant could have redeemed one Bitcoin for 
approximately 1,850 Bitwise Fund shares. Another 36,532,522,591 Bitwise 
Fund shares could be created before the supply of Bitcoin was 
exhausted. As a result, 14,613 market participants would have to 
simultaneously exercise 25,000 same side positions in Bitwise Fund 
options to receive shares of Bitwise Fund holding the entire global 
supply of Bitcoin.
    NYSE American also compared the proposed position limits to the 
position limit of CME Bitcoin futures, which as noted above is 2,000 
futures. On August 28, 2024, CME Aug 24 Bitcoin Futures settled at 
$58,950. A position of 2,000 CME Bitcoin futures, therefore, would have 
a notional value of $589,500,000. The following table shows the share 
price of each Bitcoin Fund on August 28, 2024, and the approximate 
number of option contracts that equates to that notional value:

------------------------------------------------------------------------
                                        Share price    Number of option
            Bitcoin Fund                    ($)            contracts
------------------------------------------------------------------------
Grayscale Fund......................           46.94             125,585
Grayscale Mini Fund.................            5.23           1,127,151
Bitwise Fund........................           32.08             183,759
------------------------------------------------------------------------

    The approximate number of option contracts for each Bitcoin Fund 
that equate to the notional value of CME Bitcoin futures is 
significantly higher than the proposed limit of 25,000 options 
contracts for each Bitcoin Fund option. As noted above, the fact that 
many options ultimately expire out-of-the-money and thus are not 
exercised for shares of the underlying, while the delta of a Bitcoin 
Future is 1, further demonstrates how conservative the proposed limits 
of 25,000 options contracts are for the Bitcoin Fund options.
    The Exchange notes, again, unlike options contracts, CME position 
limits are calculated on a net futures-

[[Page 105148]]

equivalent basis by contract and include contracts that aggregate into 
one or more base contracts according to an aggregation ratio(s).\28\ 
Therefore, if a portfolio includes positions in options on futures, CME 
would aggregate those positions into the underlying futures contracts 
in accordance with a table published by CME on a delta equivalent value 
for the relevant spot month, subsequent spot month, single month and 
all month position limits.\29\ If a position exceeds position limits 
because of an option assignment, CME permits market participants to 
liquidate the excess position within one business day without being 
considered in violation of its rules. Additionally, if at the close of 
trading, a position that includes options exceeds position limits for 
futures contracts, when evaluated using the delta factors as of that 
day's close of trading but does not exceed the limits when evaluated 
using the previous day's delta factors, then the position shall not 
constitute a position limit violation. Considering CME's position 
limits on futures for Bitcoin, the Exchange believes that that the 
proposed same side position limits are more than appropriate for the 
Grayscale Fund, Grayscale Mini Fund, and Bitwise Fund options.
---------------------------------------------------------------------------

    \28\ See CME Rulebook Chapter 5, Position Limit, Position 
Accountability and Reportable Level Table in the Interpretations & 
Special Notices.
    \29\ Id.
---------------------------------------------------------------------------

    While the supply of Bitcoin is limited to 21,000,000, it is 
believed that it will take more than 100 years to fully mine the 
remaining Bitcoin.\30\ The Exchange notes that Bitcoin is a viable 
economic alternative to traditional assets. The price of goods 
denominated by Bitcoin has actually declined. This dynamic not only 
makes a fixed supply desirable, but a necessary condition of the value 
added by this asset in the broader economy. Unlike the Bitcoin Funds, 
the number of shares that corporations may issue is limited. However, 
like corporations, which authorize additional shares, repurchase 
shares, or split their shares, the Bitcoin Funds may create, redeem, or 
split shares in response to demand. Given the significant unlikelihood 
of any of events described above ever occurring, the Exchange does not 
believe options on the Bitcoin Funds should be subject to position and 
exercise limits even lower than those proposed (which are already equal 
to the lowest available limit for equity options in the industry) to 
protect the supply of Bitcoin.
---------------------------------------------------------------------------

    \30\ See https://www.blockchain.com/explorer/assets/btc (citing 
21 million as the ``total supply'' of bitcoin).
---------------------------------------------------------------------------

    Importantly, because the supply of Bitcoin is much larger than the 
available supply of most securities and the proposed 25,000 contract 
position limit is so conservative, the Exchange believes that 
evaluating the available supply of Bitcoin in establishing a position 
limit for options on each of the Bitcoin Funds would demonstrate that 
the proposed limit is safe for investors and the market.\31\ Each 
Bitcoin Fund represents less than 2% of the entire Bitcoin supply. When 
comparing the market capitalization of bitcoin against the largest 
securities, Bitcoin would rank 7th among those securities.\32\ Further, 
the Exchange believes that its proposal to list options on the Bitcoin 
Funds each with a position limit of 25,000 on the same side is a 
conservative position limit that does not lend itself to manipulation 
in the market given the ample market capitalization and liquidity in 
each Bitcoin Fund. If we look to the liquidity statistics of similar 
instruments and their concomitant position limits, we are able to 
extrapolate a reasonable standard for arriving at a position limit for 
a new product. In this case we can look to GLD, SLV, and the ProShares 
Bitcoin Strategy ETF. These products have volume statistics and 
``float'' statistics, which gauge liquidity, which are in line, yet 
slightly lower than the Bitcoin Funds. All three of these reference 
products have position limits of 250,000 contracts. These reference 
products are remarkably similar in nature to the Bitcoin Funds; they 
are exchange-traded products (``ETPs'') holding one asset in a trust.
---------------------------------------------------------------------------

    \31\ A supply consideration would likely be valuable for an 
option symbol that had far less liquidity than the Trust.
    \32\ See https://companiesmarketcap.com/usa/largest-companies-in-the-usa-by-market-cap/.
---------------------------------------------------------------------------

    The Exchange believes the available supply of Bitcoin is not 
relevant to the determination of position and exercise limits for 
options overlying the Bitcoin Funds.\33\ Position and exercise limits 
are not a tool that should be used to address a potential limited 
supply of the underlying of an underlying. Position and exercise limits 
do not limit the total number of options that may be held, but rather 
they limit the number of positions a single customer may hold or 
exercise at one time.\34\ ``Since the inception of standardized options 
trading, the options exchanges have had rules imposing limits on the 
aggregate number of options contracts that a member or customer could 
hold or exercise.'' \35\ Position and exercise limit rules are intended 
``to prevent the establishment of options positions that can be used or 
might create incentives to manipulate or disrupt the underlying market 
so as to benefit the options position. In particular, position and 
exercise limits are designed to minimize the potential for mini-
manipulations and for corners or squeezes of the underlying market. In 
addition, such limits serve to reduce the possibility for disruption of 
the options market itself, especially in illiquid options classes.'' 
\36\
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    \33\ The Exchange is unaware of any proposed rule change related 
to position and exercise limits for any equity option (including 
commodity ETF options) for which the Commission required 
consideration of whether the available supply of an underlying 
(whether it be a corporate stock or an ETF) or the contents of an 
ETF (commodity or otherwise) should be considered when an exchange 
proposed to establish those limits. See, e.g., Securities Exchange 
Act Release No. 57894 (May 30, 2008), 73 FR 32061 (June 5, 2008) 
(SR-CBOE-2005-11) (approval order in which the Commission stated 
that the ``listing and trading of Gold Trust Options will be subject 
to the exchanges' rules pertaining to position and exercise limits 
and margin'').
    \34\ For example, suppose an option has a position limit of 
25,000 option contracts and there are a total of 10 investors 
trading that option. If all 10 investors max out their positions, 
that would result in 250,000 option contracts outstanding at that 
time. However, suppose 10 more investors decide to begin trading 
that option and also max out their positions. This would result in 
500,000 option contracts outstanding at that time. An increase in 
the number of investors could cause an increase in outstanding 
options even if position limits remain unchanged.
    \35\ See Securities Exchange Act Release No. 39489 (December 24, 
1997), 63 FR 276 (January 5, 1998) (SR-CBOE-1997-11).
    \36\ See id.
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    The Exchange notes that a Registration Statement on Form S-1 was 
filed with the Commission for each Bitcoin Fund, each of which 
described the supply of Bitcoin as being limited to 21,000,000 (of 
which approximately 90% had already been mined), and that the limit 
would be reached around the year 2140.\37\ Each Registration Statement 
permits an unlimited number of shares of the applicable Bitcoin Fund to 
be created. Further, the Commission approved proposed rule changes that 
permitted the listing and trading of shares of each Bitcoin Fund, which 
approval did not comment on the sufficient supply of Bitcoin or address 
whether there was a risk that permitting an unlimited number of shares 
for a Bitcoin Fund would impact the supply

[[Page 105149]]

of Bitcoin.\38\ Therefore, the Exchange believes the Commission had 
ample time and opportunity to consider whether the supply of Bitcoin 
was sufficient to permit the creation of unlimited Bitcoin Fund shares, 
and does not believe considering this supply with respect to the 
establishment of position and exercise limits is appropriate given its 
lack of relevance to the purpose of position and exercise limits. 
However, given the significant size of the Bitcoin supply, the proposed 
positions limits are more than sufficient to protect investors and the 
market.
---------------------------------------------------------------------------

    \37\ See iShares Fund Form S-1 Registration Statement, at p. 25 
https://www.sec.gov/Archives/edgar/data/1980994/000143774923017574/bit20230608_s1.htm; Grayscale Fund Form S-1 Registration Statement, 
at p. 17, https://www.sec.gov/Archives/edgar/data/1588489/000119312517013693/d157414ds1.htm; Grayscale Mini Fund, Form S-1 
Registration Statement, at p. 21, https://www.sec.gov/Archives/edgar/data/2015034/000119312524065444/d785023ds1.htm; and Bitwise 
Amendment No 2. to S-1, at p. 47, https://www.sec.gov/Archives/edgar/data/1763415/000199937123000735/bitwise-s1a_120423.htm.
    \38\ See Bitcoin ETP Approval Order.
---------------------------------------------------------------------------

    All of the above information demonstrates that the proposed 
position and exercise limits for the Bitcoin Fund options are more than 
reasonable and appropriate. The trading volume, ADV, and outstanding 
shares of each Bitcoin Fund demonstrate that these funds are actively 
traded and widely held, and proposed position and exercise limits are 
well below those of other ETFs with similar market characteristics. The 
proposed position and exercise limits are the lowest position and 
exercise limits available for equity options in the industry, are 
extremely conservative, and are more than appropriate given each 
Bitcoin Fund's market capitalization and ADV.
    Today, the Exchange has an adequate surveillance program in place 
for options. The Exchange intends to apply those same program 
procedures to options on the Bitcoin Funds that it applies to the 
Exchange's other options products.\39\ The Exchange's market 
surveillance staff would have access to the surveillances conducted by 
the Exchange and its affiliate exchange, MEMX Equities, with respect to 
the Bitcoin Funds, trading in the shares of the underlying Bitcoin 
Funds, and would review activity in the underlying Bitcoin Funds when 
conducting surveillances for market abuse or manipulation in the 
options on the Bitcoin Funds. Additionally, the Exchange is a member of 
the Intermarket Surveillance Group (``ISG'') under the Intermarket 
Surveillance Group Agreement. ISG members work together to coordinate 
surveillance and investigative information sharing in the stock, 
options, and futures markets. In addition to obtaining information from 
its affiliated market, the Exchange would be able to obtain information 
regarding trading in shares of the Bitcoin Funds from their primary 
listing market, NYSE Arca, and from other markets that trades shares of 
the Bitcoin Funds through ISG. In addition, the Exchange has a 
Regulatory Services Agreement with the Financial Industry Regulatory 
Authority (``FINRA'') for certain market surveillance, investigation 
and examinations functions. Pursuant to a multi-party 17d-2 joint plan, 
all options exchanges allocate amongst themselves and FINRA 
responsibilities to conduct certain options-related market surveillance 
that are common to rules of all options exchanges.\40\
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    \39\ The surveillance program includes surveillance patterns for 
price and volume movements as well as patterns for potential 
manipulation (e.g., spoofing and marking the close).
    \40\ Section 19(g)(1) of the Act, among other things, requires 
every self-regulatory organization (``SRO'') registered as a 
national securities exchange or national securities association to 
comply with the Act, the rules and regulations thereunder, and the 
SRO's own rules, and, absent reasonable justification or excuse, 
enforce compliance by its members and persons associated with its 
members. See 15 U.S.C. 78q(d)(1) and 17 CFR 240.17d-2. Section 
17(d)(1) of the Act allows the Commission to relieve an SRO of 
certain responsibilities with respect to members of the SRO who are 
also members of another SRO (``common members''). Specifically, 
Section 17(d)(1) allows the Commission to relieve an SRO of its 
responsibilities to: (i) receive regulatory reports from such 
members; (ii) examine such members for compliance with the Act and 
the rules and regulations thereunder, and the rules of the SRO; or 
(iii) carry out other specified regulatory responsibilities with 
respect to such members.
---------------------------------------------------------------------------

    The underlying shares of spot bitcoin exchange-traded products 
(``ETPs''), including the Bitcoin Funds, are also subject to safeguards 
related to addressing market abuse and manipulation. As the Commission 
stated in its order approving proposals of several exchanges to list 
and trade shares of spot bitcoin-based ETPs, ``[e]ach Exchange has a 
comprehensive surveillance-sharing agreement with the CME via their 
common membership in the Intermarket Surveillance Group. This 
facilitates the sharing of information that is available to the CME 
through its surveillance of its markets, including its surveillance of 
the CME bitcoin futures market.\41\ The Exchange states that, given the 
consistently high correlation between the CME Bitcoin futures market 
and the spot bitcoin market, as confirmed by the Commission through 
robust correlation analysis, the Commission was able to conclude that 
such surveillance sharing agreements could reasonably be ``expected to 
assist in surveilling for fraudulent and manipulative acts and 
practices in the specific context of the [Bitcoin ETPs].'' \42\ In 
light of surveillance measures related to both options and futures as 
well as the underlying Bitcoin Funds,\43\ the Exchange believes that 
existing surveillance procedures are designed to deter and detect 
possible manipulative behavior which might potentially arise from 
listing and trading the proposed options on the Bitcoin Funds. Further, 
the Exchange will implement any new surveillance procedures it deems 
necessary to effectively monitor the trading of options on Bitcoin 
ETPs.
---------------------------------------------------------------------------

    \41\ See Bitcoin ETP Approval Order.
    \42\ See Bitcoin ETP Approval Order, 89 FR at 3010-11.
    \43\ See Amendment No. 2 to Proposed Rule Change to List and 
Trade Shares of the Grayscale Bitcoin Trust (BTC) under NYSE Arca 
Rule 8.201-E (Commodity-Based Trust Shares) (SR-NYSEARCA-2021-90), 
filed Jan. 5, 2024, available at https://www.sec.gov/comments/sr-nysearca-2021-90/srnysearca202190-358659-884182.pdf; Amendment No. 2 
to Proposed Rule Change to List and Trade Shares of the Bitwise 
Bitcoin ETF under NYSE Arca Rule 8.201-E (Commodity-Based Trust 
Shares) (SR-NYSEARCA-2023-44), filed Jan. 5, 2024, available at 
https://www.sec.gov/comments/sr-nysearca-2023-44/srnysearca202344-358800-884322.pdf; and Notice of Filing of Proposed Rule Change, as 
Modified by Amendment No. 1, To List and Trade Shares of the 
Grayscale Bitcoin Mini Trust Under NYSE Arca Rule 8.201-E, 
CommodityBased Trust Shares, Securities Exchange Act Release No. 
100290 (June 6, 2024), 89 FR 49931 (June 12, 2024) (SR-NYSEARCA-
2024-45).
---------------------------------------------------------------------------

    The Exchange has also analyzed its capacity and represents that it 
believes the Exchange and OPRA have the necessary systems capacity to 
handle the additional traffic associated with the listing of new series 
that may result from the introduction of options on Bitcoin Funds up to 
the number of expirations currently permissible under the Rules. 
Because the proposal is limited to two classes, the Exchange believes 
any additional traffic that may be generated from the introduction of 
Bitcoin Fund options will be manageable.
    The Exchange believes that offering options on Bitcoin Funds will 
benefit investors by providing them with an additional, relatively 
lower cost investing tool to gain exposure to the price of Bitcoin and 
hedging vehicle to meet their investment needs in connection with 
Bitcoin-related products and positions. The Exchange expects investors 
will transact in options on Bitcoin Funds in the unregulated over-the-
counter (``OTC'') options market,\44\ but may prefer to trade such 
options in a listed environment to receive the benefits of trading 
listing options, including (1) enhanced efficiency in initiating and 
closing out positions; (2) increased market transparency; and (3) 
heightened contra-party creditworthiness due to the role of OCC as 
issuer and guarantor of

[[Page 105150]]

all listed options. The Exchange believes that listing Bitcoin Fund 
options may cause investors to bring this liquidity to the Exchange, 
would increase market transparency and enhance the process of price 
discovery conducted on the Exchange through increased order flow. The 
Fund Shares that hold financial instruments, money market instruments, 
or precious metal commodities on which the Exchange may already list 
and trade options are trusts structured in substantially the same 
manner as Bitcoin Funds and essentially offer the same objectives and 
benefits to investors, just with respect to different assets. The 
Exchange notes that it has not identified any issues with the continued 
listing and trading of any Fund Share options, including Fund Shares 
that hold commodities (i.e., precious metals) that it currently lists 
and trades on the Exchange.
---------------------------------------------------------------------------

    \44\ The Exchange understands from customers that investors have 
historically transacted in options on Fund Shares in the OTC options 
market if such options were not available for trading in a listed 
environment.
---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with 
the Act and the rules and regulations thereunder applicable to the 
Exchange and, in particular, the requirements of Section 6(b) of the 
Act.\45\ Specifically, the Exchange believes the proposed rule change 
is consistent with the Section 6(b)(5) \46\ requirements that the rules 
of an exchange 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 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. 
Additionally, the Exchange believes the proposed rule change is 
consistent with the Section 6(b)(5) \47\ requirement that the rules of 
an exchange not be designed to permit unfair discrimination between 
customers, issuers, brokers, or dealers.
---------------------------------------------------------------------------

    \45\ 15 U.S.C. 78f(b).
    \46\ 15 U.S.C. 78f(b)(5).
    \47\ Id.
---------------------------------------------------------------------------

    In particular, the Exchange believes that the proposal to list and 
trade options on the Bitcoin Funds will remove impediments to and 
perfect the mechanism of a free and open market and a national market 
system and, in general, protect investors because offering options on 
the Bitcoin Funds will provide investors with an opportunity to realize 
the benefits of utilizing options on a Bitcoin Fund, including cost 
efficiencies and increased hedging strategies. The Exchange believes 
that offering options on a competitively priced ETF based on spot 
Bitcoin will benefit investors by providing them with an additional, 
relatively lower-cost risk management tool, allowing them to manage, 
more easily, their positions and associated risks in their portfolios 
in connection with exposure to spot Bitcoin. Today, the Exchange lists 
options on other commodity (including Bitcoin) ETFs structured as a 
trust, which essentially offer the same objectives and benefits to 
investors, and for which the Exchange has not identified any issues 
with the continued listing and trading of options on those ETFs.
    The Exchange also believes the proposal to permit options on the 
Bitcoin Funds will remove impediments to and perfect the mechanism of a 
free and open market and a national market system, because options on 
the Bitcoin Funds will comply with current Exchange Rules. Options on 
the Bitcoin Funds must satisfy the initial listing standards and 
continued listing standards currently in the Rules, applicable to 
options on all ETFs, including options on other commodity ETFs already 
deemed appropriate for options trading on the Exchange pursuant to Rule 
19.3(i). Additionally, as demonstrated above, the Bitcoin Funds are 
characterized by a substantial number of shares that are widely held 
and actively traded. Further, Rules that currently govern the listing 
and trading of options on ETFs, including permissible expirations, 
strike prices, minimum increments, position and exercise limits (as 
proposed herein), and margin requirements, will govern the listing and 
trading of options on the Bitcoin Funds.
    The proposed position and exercise limits for options on each of 
the Bitcoin Funds is 25,000 contracts. These position and exercise 
limits are the lowest position and exercise limits available in the 
options industry, are extremely conservative and more than appropriate 
given Bitcoin Fund's market capitalization, ADV, and high number of 
outstanding shares. The proposed position limit, and exercise limit, is 
consistent with the Act as it addresses concerns related to 
manipulation and protection of investors because, as demonstrated 
above, the position limit (and exercise limit) is extremely 
conservative and more than appropriate given the Bitcoin Funds are 
actively traded. In support of the proposed position and exercise 
limits for options on the Bitcoin Funds of 25,000 contracts, the 
Exchange is citing the in depth analysis NYSE American did in its 
filing. As noted above, NYSE American considered: (1) the applicable 
Bitcoin Fund's market capitalization and ADV, and proposed position 
limit in relation to other securities; (2) the market capitalization of 
the entire Bitcoin market in terms of exercise risk and availability of 
deliverables; (3) the proposed position limit by comparing it to 
position limits for derivative products regulated by the CFTC; and (4) 
the supply of Bitcoin. Based on the Exchange's review of this analysis, 
the Exchange believes that setting position and exercise limits for 
options on each of the Bitcoin Funds of 25,000 contracts is more than 
appropriate. The proposed position and exercise limits reasonably and 
appropriately balance the liquidity provisioning in the market against 
the prevention of manipulation. The Exchange believes these proposed 
limits are effectively designed to prevent an individual customer or 
entity from establishing options positions that could be used to 
manipulate the market of the underlying as well as the Bitcoin 
market.\48\
---------------------------------------------------------------------------

    \48\ See Securities Exchange Act Release No. 39489 (December 24, 
1997), 63 FR 276 (January 5, 1998) (SR-CBOE-1997-11).
---------------------------------------------------------------------------

    The Exchange represents that it has the necessary systems capacity 
to support the new Bitcoin Fund options. As discussed above, the 
Exchange believes that its existing surveillance and reporting 
safeguards are designed to deter and detect possible manipulative 
behavior which might arise from listing and trading Fund Share options, 
including Bitcoin Fund options.

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 that is not necessary or appropriate 
in furtherance of the purposes of the Act. The Exchange does not 
believe that the proposed rule change will impose any burden on 
intramarket competition that is not necessary or appropriate in 
furtherance of the purposes of the Act as the Bitcoin Fund options will 
be equally available to all market participants who wish to trade such 
options and will trade generally in the same manner as other options. 
The Rules that currently apply to the listing and trading of all Fund 
Share options on the Exchange, including, for example, Rules that 
govern listing criteria, expirations, exercise prices, minimum 
increments, margin requirements, customer accounts, and trading halt 
procedures will apply to the listing and trading of Bitcoin Funds 
options on the

[[Page 105151]]

Exchange in the same manner as they apply to other options on all other 
Fund Shares that are listed and traded on the Exchange. Also, and as 
stated above, the Exchange already lists options on other commodity-
based Fund Shares (including Bitcoin-based [sic]).\49\ Further, the 
Bitcoin Funds would need to satisfy the maintenance listing standards 
set forth in the Exchange Rules in the same manner as any other Fund 
Share for the Exchange to continue listing options on them.
---------------------------------------------------------------------------

    \49\ See Rule 19.3(i).
---------------------------------------------------------------------------

    The Exchange does not believe that the proposal to list and trade 
options on Bitcoin Funds will impose any burden on intermarket 
competition that is not necessary or appropriate in furtherance of the 
purposes of the Act. To the extent that the advent of Bitcoin Fund 
options trading on the Exchange may make the Exchange a more attractive 
marketplace to market participants at other exchanges, such market 
participants are free to elect to become market participants on the 
Exchange. The Commission recently approved a rule filing of another 
exchange to permit the listing and trading of options on the Bitcoin 
Funds.\50\ The Exchange notes that listing and trading Bitcoin Fund 
options on the Exchange will subject such options to transparent 
exchange-based rules as well as price discovery and liquidity, as 
opposed to alternatively trading such options in the OTC market.
---------------------------------------------------------------------------

    \50\ See NYSE American Approval.
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule change may relieve any 
burden on, or otherwise promote, competition, as it is designed to 
increase competition for order flow on the Exchange in a manner that is 
beneficial to investors by providing them with a lower-cost option to 
hedge their investment portfolios. The Exchange notes that it operates 
in a highly competitive market in which market participants can readily 
direct order flow to competing venues that offer similar products. 
Ultimately, the Exchange believes that offering Bitcoin Fund options 
for trading on the Exchange will promote competition by providing 
investors with an additional, relatively low-cost means to hedge their 
portfolios and meet their investment needs in connection with Bitcoin 
prices and Bitcoin-related products and positions on a listed options 
exchange.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    The Exchange neither solicited nor received comments 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 \51\ and Rule 19b-
4(f)(6) thereunder.\52\
---------------------------------------------------------------------------

    \51\ 15 U.S.C. 78s(b)(3)(A).
    \52\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change, along 
with a brief description and text of the proposed rule change, at 
least five business days prior to the date of filing of the proposed 
rule change, or such shorter time as designated by the Commission. 
The Exchange has satisfied this requirement.
---------------------------------------------------------------------------

    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the 
Act normally does not become operative for 30 days after the date of 
its filing. However, Rule 19b-4(f)(6)(iii) \53\ permits the Commission 
to designate a shorter time if such action is consistent with the 
protection of investors and the public interest. The Exchange has asked 
the Commission to waive the 30-day operative delay so that the proposal 
may become operative immediately upon filing. The Commission previously 
approved the listing of options on the Bitcoin Funds.\54\ The Exchange 
has provided information regarding the underlying Bitcoin Funds, 
including, among other things, information regarding trading volume, 
the number of beneficial holders, and the market capitalization of the 
Bitcoin Funds. The proposal also establishes position and exercise 
limits for options on the Bitcoin Funds and provides information 
regarding the surveillance procedures that will apply to options on the 
Bitcoin Funds. The Commission believes that waiver of the operative 
delay could benefit investors by providing an additional venue for 
trading options on the Bitcoin Funds. Therefore, the Commission 
believes that waiver of the 30-day operative delay is consistent with 
the protection of investors and the public interest. Accordingly, the 
Commission hereby waives the 30-day operative delay and designates the 
proposed rule change operative upon filing.\55\
---------------------------------------------------------------------------

    \53\ 17 CFR 240.19b-4(f)(6)(iii).
    \54\ See supra note 4.
    \55\ For purposes only of waiving the 30-day operative delay, 
the Commission has also considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of such 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 (https://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
file number SR-MEMX-2024-47 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-2024-47. 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 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

[[Page 105152]]

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-MEMX-2024-47 
and should be submitted on or before January 16, 2025.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\56\
---------------------------------------------------------------------------

    \56\ 17 CFR 200.30-3(a)(12), (59).
---------------------------------------------------------------------------

J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2024-30779 Filed 12-23-24; 8:45 am]
BILLING CODE 8011-01-P
```