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###### Securities and Exchange Commission

          - [Release No. 34-102073; File No. SR-BOX-2024-31]

                    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 20, 2024, BOX Exchange LLC (“Exchange”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Item I below, which Item has been substantially prepared by the Exchange. The Exchange has designated this proposal for immediate effectiveness pursuant to Section 19(b)(3)(A) of the Act [3]                                          and Rule 19b-4(f) thereunder.[4]                                          The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons.                

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

                    The Exchange proposes to amend the Fee Schedule to establish fees for Industry Members [5]                                          related to reasonably budgeted CAT costs of the National Market System Plan Governing the Consolidated Audit Trail (the “CAT NMS Plan” or “Plan”) for 2025. These fees would be payable to Consolidated Audit Trail, LLC (“CAT LLC” or the “Company”) and referred to as CAT Fee 2025-1, and would be described in a section of the Exchange's Fee Schedule entitled “Consolidated Audit Trail Funding Fees.” The fee rate for CAT Fee 2025-1 would be $0.000022 per executed equivalent share. CAT Executing Brokers will receive their first monthly invoice for CAT Fee 2025-1 in February 2025 calculated based on their transactions as CAT Executing Brokers for the Buyer (“CEBB”) and/or CAT Executing Brokers for the Seller (“CEBS”) in January 2025. CAT Fee 2025-1 is anticipated to be in place for six months, and is anticipated to recover approximately one-half of the costs set forth in the reasonably budgeted CAT costs for 2025. CAT LLC intends for CAT Fee 2025-1 to replace CAT Fee 2024-1 (which has a fee rate of $0.000035).[6] 

                    The proposed rule change, including the Exchange's statement of the purpose of, and statutory basis for, the proposed rule change, is available on the Exchange's website at                     *https://rules.boxexchange.com/​rulefilings,*                     at the principal office of the Exchange, and on the Commission's website at                     *https://www.sec.gov/​rules-regulations/​self-regulatory-organization-rulemaking/​national-securities-exchanges?​file_​number=​SR-BOX-2024-31.*

## II. 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.[7]                                          Comments may be submitted electronically by using the Commission's internet comment form (                    *https://www.sec.gov/​rules-regulations/​self-regulatory-organization-rulemaking/​national-securities-exchanges?​file_​number=​SR-BOX-2024-31*) or by sending an email to                     *rule-comments@sec.gov.*                     Please include file number SR-BOX-2024-31 on the subject line. Alternatively, paper comments may be sent to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090. All submissions should refer to file number SR-BOX-2024-31. 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-regulations/​self-regulatory-organization-rulemaking/​national-securities-exchanges?​file_​number=​SR-BOX-2024-31*). 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-BOX-2024-31 and should be submitted on or before January 29, 2025.                

                        For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.[8] 

J. Matthew DeLesDernier,

Deputy Secretary.

# Footnotes

1.                             15 U.S.C. 78s(b)(1).                    
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2.                             17 CFR 240.19b-4.                    
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3.                             15 U.S.C. 78s(b)(3)(A).                    
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4.                             17 CFR 240.19b-4(f). 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. If the Commission takes such action, the Commission will institute proceedings to determine whether the proposed rule change should be approved or disapproved.                    
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5.                             An “Industry Member” is defined as “a member of a national securities exchange or a member of a national securities association.”                         *See*                         BOX Rule 16010 (Consolidated Audit Trail—Definitions).                         *See also*                         Section 1.1 of the CAT NMS Plan. Unless otherwise specified, capitalized terms used in this rule filing are defined as set forth in the CAT NMS Plan and/or the CAT Compliance Rule.                         *See*                         BOX Rule Series 16000 (CONSOLIDATED AUDIT TRAIL COMPLIANCE RULE).                    
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6.                                                     *See*                         paragraph A.3. of Consolidated Audit Trail Funding Fees.                         *See*                         BOX Fee Schedule, Section VIII.A.3. (CAT Fee 2024-1).                         *See also*                         Securities Exchange Act Rel. No. 100829 (Aug. 27, 2024), 89 FR 71448 (Sept. 3, 2024) (“Fee Filing for CAT Fee 2024-1”).                    
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7.                             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 will be available for inspection and copying at the principal office of SRO.                    
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8.                                 17 CFR 200.30-3(a)(12).                        
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[FR Doc. 2025-00169 Filed 1-7-25; 8:45 am]

BILLING CODE 8011-01-P