Federal Register / Vol. 90, No. 14 / Thursday, January 23, 2025 / Notices 8073 

7 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). 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. 

5See Securities Exchange Act Release No. 100743 

(August 16, 2024), 89 FR 68014 (August 22, 2024) 

(SR–ISE–2024–39) (Notice of Filing of Proposed 

Rule Change To Amend Complex Order Risk 

Protections) (‘‘SR–ISE–2024–39’’). This rule change 

is effective but not yet operative. 

6Copies 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 the 

Exchange. 

7 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

2025-01). 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–GEMX–2025–01 and should be 

submitted on or before February 13, 

2025. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.7

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2025–01551 Filed 1–22–25; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–102244; File No. SR–ISE– 

2025–04] 

Self-Regulatory Organizations; Nasdaq 

ISE, LLC; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Delay an Amendment 

to a Complex Order Risk Protection 

January 17, 2025. 

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 January 

10, 2025, Nasdaq ISE, 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 delay the 

implementation of an amendment to 

Options 3, Section 16, Complex Order 

Risk Protections, related to a Complex 

Order that includes at least one P.M.- 

settled leg and at least one A.M.-settled 

leg.5

The text of the proposed rule change 

is available on the Exchange’s website at 

https://listingcenter.nasdaq.com/ 

rulebook/ise/rules, at the principal 

office of the Exchange, and on the 

Commission’s website at https://

www.sec.gov/rules-regulations/selfregulatory-organization-rulemaking/ 

national-securities-exchanges?file_

number=SR-ISE-2025-04. 

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.6

Comments may be submitted 

electronically by using the 

Commission’s internet comment form 

(https://www.sec.gov/rules-regulations/ 

self-regulatory-organizationrulemaking/national-securitiesexchanges?file_number=SR-ISE-2025- 

04) or by sending an email to rulecomments@sec.gov. Please include file 

number SR–ISE–2025–04 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–ISE–2025–04. 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-regulatoryorganization-rulemaking/nationalsecurities-exchanges?file_number=SRISE-2025-04). 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–ISE–2025–04 and should be 

submitted on or before February 13, 

2025. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.7

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2025–01616 Filed 1–22–25; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–102220; File No. SR– 

NYSEAMER–2024–61] 

Self-Regulatory Organizations; NYSE 

American LLC; Order Granting 

Approval of a Proposed Rule Change 

To Amend Section 1003 of the NYSE 

American LLC Company Guide To 

Provide for the Suspension and 

Delisting of Any Company That: (i) Has 

Effected One or More Reverse Stock 

Splits Over the Prior Two-Year Period 

With a Cumulative Ratio of 200 Shares 

or More to One; or (ii) Has Effectuated 

a Reverse Stock Split and the 

Effectuation of Such Reverse Stock 

Split Results in the Company’s 

Security Falling Below Any of the 

Continued Listing Requirements of 

Section 1003 

January 16, 2025. 

I. Introduction 

On October 16, 2024, NYSE American 

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

filed with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

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

Exchange Act of 1934 (‘‘Act’’) 1 and Rule 

19b–4 thereunder,2 a proposed rule 

change to amend Section 1003 of the 

NYSE American LLC Company Guide 

(‘‘Company Guide’’) to provide for the 

suspension and delisting of any listed 

company that (i) has effected one or 

more reverse stock splits over the prior 

two-year period with a cumulative ratio 

of 200 shares or more to one or (ii) has 

effectuated a reverse stock split and the 

effectuation of such reverse stock split 


ddrumheller on DSK120RN23PROD with NOTICES1
8074 Federal Register / Vol. 90, No. 14 / Thursday, January 23, 2025 / Notices 

3See Securities Exchange Act Release No. 101457 

(Oct. 29, 2024), 89 FR 87661 (‘‘Notice’’). Comments 

on the Notice are available at: https://www.sec.gov/ 

comments/sr-nyseamer-2024-61/ 

srnyseamer202461.htm. 

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

5See Securities Exchange Act Release No. 

101929, 89 FR 104253 (Dec. 20, 2024) (designating 

February 2, 2025, as the date by which the 

Commission shall either approve, disapprove, or 

institute proceedings to determine whether to 

disapprove the proposed rule change). 

6See Section 1003(f)(v) of the Company Guide. 

7Part 12 of the Company Guide provides that 

companies may seek review of a delisting 

determination from the Committee for Review of 

the Board of Directors of the Exchange. 8Section 1003 of the Company Guide sets forth 

certain quantitative requirements for continued 

listing on the Exchange, including criteria relating 

to stockholders’ equity, market capitalization, and 

number of shareholders. Section 1003 of the 

Company Guide also sets forth certain nonquantitative requirements for continued listing on 

the Exchange, such as maintaining an effective 

registration under the Act. 

9Section 1009 of the Company Guide sets forth 

specific procedures for listed companies that are 

identified as being below the continued listing 

criteria. In general, Section 1009 of the Company 

Guide provides that if the Exchange identifies a 

company as being below the Exchange’s continued 

listing criteria, the Exchange will notify the 

company within 10 business days and provide the 

company with an opportunity to submit a plan to 

regain compliance with the continued listing 

standards within 18 months. If the company does 

not submit a plan within the specified deadline, or 

if the Exchange does not accept the plan, the 

Exchange will initiate delisting procedures. If the 

Exchange accepts the plan, the Exchange will 

review the company on a quarterly basis for 

compliance with the plan. 

10See Notice at 878661–62. 

11See id. at 87662. 

12See id. 

13See id. The Exchange further states that the 

price concerns with these companies can be a 

leading indicator of other listing compliance 

concerns, and these companies often become 

subject to delisting for other reasons within a short 

period of time. See id. 

14See id. 

15See id. 

16See supra note 6 and accompanying text. 

17See id. at 87661. 

18 In approving 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). 

19 15 U.S.C. 78f(b)(5). 

results in the company’s security falling 

below any of the continued listing 

requirements of Section 1003 of the 

Company Guide. The proposed rule 

change was published for comment in 

the Federal Register on November 4, 

2024.3

On December 16, 2024, pursuant to 

Section 19(b)(2) of the Act,4 the 

Commission designated a longer period 

within which to approve the proposed 

rule change, disapprove the proposed 

rule change, or institute proceedings to 

determine whether to disapprove the 

proposed rule change.5 This order 

approves the proposed rule change. 

II. Description of the Proposed Rule 

Change 

Section 1003(f)(v) of the Company 

Guide (Low Selling Price Issues) 

currently provides that in the case of a 

listed common stock selling for a 

substantial period of time at a low price 

per share, the Exchange may suspend 

and delist a company if such company 

shall fail to effect a reverse split of such 

shares within a reasonable time after 

being notified that the Exchange deems 

such action to be appropriate under all 

the circumstances. In its review of the 

question of whether it deems a reverse 

split of a given issue to be appropriate, 

the Exchange will consider all pertinent 

factors, including market conditions in 

general, the number of shares 

outstanding, plans which may have 

been formulated by management, 

applicable regulations of the state or 

country of incorporation or of any 

governmental agency having 

jurisdiction over the issuer, the 

relationship to other Exchange policies 

regarding continued listing, and, in 

respect of securities of foreign issuers, 

the general practice in the country of 

origin of trading in low-selling price 

issues.6

The Exchange proposes to amend 

Section 1003(f) of the Company Guide 

(Other Events) to add two circumstances 

relating to effectuating reverse stock 

splits under which the Exchange would 

immediately suspend and delist a listed 

company. First, proposed Section 

1003(f)(vi) of the Company Guide would 

provide that if a listed issuer has 

effectuated one or more reverse stock 

splits over the prior two-year period 

with a cumulative ratio of 200 shares or 

more to one, the Exchange would 

commence immediate suspension and 

delisting procedures in accordance with 

the procedures set out in Section 1010 

of the Company Guide.7 In addition, 

proposed Section 1003(f)(vii) of the 

Company Guide would provide that if a 

listed issuer has effectuated a reverse 

stock split and the effectuation of such 

reverse stock split results in the 

company’s security falling below any of 

the continued listing requirements of 

Section 1003 of the Company Guide,8

the Exchange would commence 

immediate suspension and delisting 

procedures in accordance with the 

procedures set out in Section 1010 of 

the Company Guide. In either case, the 

issuer would not be eligible to follow 

the procedures outlined in Section 1009 

of the Company Guide.9

The Exchange states that many 

companies seek to address low selling 

price issues under Section 1003(f)(v) of 

the Company Guide by effectuating a 

reverse stock split.10 However, the 

Exchange has observed that some 

companies, typically those in financial 

distress or experiencing a prolonged 

operational downturn, engage in a 

pattern of repeated reverse stock 

splits.11 The Exchange states that such 

behavior is often indicative of deep 

financial or operational distress within 

such companies rendering them 

inappropriate for trading on the 

Exchange for investor protection 

reasons.12 The Exchange states that it 

has observed that the challenges facing 

such companies, generally, are not 

temporary and may be so severe that a 

company is not likely to remain 

compliant with Exchange listing 

standards after curing its low selling 

price by means of a reverse stock split.13

Accordingly, the Exchange states the 

proposal protects investors and the 

public interest by immediately 

commencing suspension and delisting 

procedures with respect to any listed 

company that (i) has effected one or 

more reverse stock splits over the prior 

two-year period with a cumulative ratio 

of 200 shares or more to one or (ii) 

conducts a reverse stock split that 

causes the company to fall below any of 

the continued listing requirements of 

Section 1003 of the Company Guide.14

The Exchange states that the proposal 

enhances the Exchange’s listing 

requirements and would limit the 

ability of listed companies with a 

history of having a low stock price to 

use reverse stock splits to remain 

qualified for listing.15

The Exchange also states that the 

proposal is consistent with the 

provisions of Section 1003(f)(v) of the 

Company Guide related to common 

stock selling for a substantial period of 

time at a low price,16 as well as with the 

Exchange’s consistent policy that it 

would immediately suspend and delist 

a listed company if the company effects 

a reverse stock split to cure a low selling 

price issue under Section 1003(f)(v) of 

the Company Guide and the company 

would fall below another quantitative 

continued listing standard as a direct 

result of effecting that reverse stock 

split.17

III. Discussion and Commission 

Findings 

After careful review, the Commission 

finds that the proposed rule change is 

consistent with the requirements of the 

Act and the rules and regulations 

thereunder applicable to a national 

securities exchange.18 In particular, the 

Commission finds that the proposed 

rule change is consistent with Section 

6(b)(5) of the Act,19 which requires, 


ddrumheller on DSK120RN23PROD with NOTICES1
Federal Register / Vol. 90, No. 14 / Thursday, January 23, 2025 / Notices 8075 

20 15 U.S.C. 78f(b)(7). 

21The Commission notes that this reference to 

‘‘listing standards’’ is referring to both initial and 

continued listing standards. 

22See, e.g., Securities Exchange Act Release Nos. 

101271 (Oct. 7, 2024), 89 FR 82652, 82653 n.23 and 

accompanying text (Oct. 11, 2024) (SR–NASDAQ– 

2024–029) (Order Granting Approval of a Proposed 

Rule Change, as Modified by Amendment No. 2, to 

Modify the Application of Bid Price Compliance 

Periods); 88716 (Apr. 21, 2020), 85 FR 23393 (Apr. 

27, 2020) (SR–NASDAQ–2020–001) (Order 

Approving a Proposed Rule Change To Modify the 

Delisting Process for Securities With a Bid Price at 

or Below $0.10 and for Securities That Have Had 

One or More Reverse Stock Splits With a 

Cumulative Ratio of 250 Shares or More to One 

Over the Prior Two-Year Period); 88389 (Mar. 16, 

2020), 85 FR 16163 (Mar. 20, 2020) (SR–NASDAQ– 

2019–089) (Notice of Filing of Amendment No. 1 

and Order Granting Accelerated Approval of a 

Proposed Rule Change, as Modified by Amendment 

No. 1, To Amend Rule 5815 To Preclude Stay 

During Hearing Panel Review of Staff Delisting 

Determinations in Certain Circumstances). See also 

Securities Exchange Act Release No. 81856 (Oct. 11, 

2017), 82 FR 48296, 48298 (Oct. 17, 2017) (SR– 

NYSE–2017–31) (Notice of Filing of Amendment 

No. 1 and Order Granting Accelerated Approval of 

a Proposed Rule Change, as Modified by 

Amendment No. 1, To Amend the Listed Company 

Manual To Adopt Initial and Continued Listing 

Standards for Subscription Receipts) (stating that 

‘‘[a]dequate standards are especially important 

given the expectations of investors regarding 

exchange trading and the imprimatur of listing on 

a particular market’’ and that ‘‘[o]nce a security has 

been approved for initial listing, maintenance 

criteria allow an exchange to monitor the status and 

trading characteristics of that issue . . . so that fair 

and orderly markets can be maintained.’’). 

23See Notice at 87662. 

24See id. 

25See id. 

26See id. 

among other things, 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 remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system, and, in 

general, to protect investors and the 

public interest, and not be designed to 

permit unfair discrimination between 

customers, issuers, brokers, or dealers; 

and with Section 6(b)(7) of the Act,20

which requires, among other things, that 

the rules of a national securities 

exchange provide a fair procedure for 

the prohibition or limitation by the 

exchange of any person with respect to 

access to services offered by the 

exchange. 

The development and enforcement of 

meaningful listing standards 21 for an 

exchange is of critical importance to 

financial markets and the investing 

public. Among other things, such listing 

standards help ensure that exchangelisted companies will have sufficient 

public float, investor base, and trading 

interest to provide the depth and 

liquidity to promote fair and orderly 

markets. Meaningful listing standards 

also are important given investor 

expectations regarding the nature of 

securities that have achieved an 

exchange listing, and the role of an 

exchange in overseeing its market and 

assuring compliance with its listing 

standards.22

The Exchange’s proposal would 

provide that the Exchange would 

immediately commence suspension and 

delisting procedures with respect to a 

listed company that effectuates a reverse 

stock split in certain circumstances. 

Specifically, proposed Sections 

1003(f)(vi) and (vii) of the Company 

Guide would provide for the immediate 

suspension and delisting of any listed 

company that (i) has effectuated one or 

more reverse stock splits over the prior 

two-year period with a cumulative ratio 

of 200 shares or more to one or (ii) has 

effectuated a reverse stock split and the 

effectuation of such reverse stock split 

results in the company’s security falling 

below any of the continued listing 

requirements of Section 1003 of the 

Company Guide. 

The Exchange’s proposal is 

reasonably designed to enhance its 

continued listing standards, thereby 

protecting investors and the public 

interest. In particular, the proposal is 

reasonably designed to curtail the use of 

reverse stock splits to inappropriately 

delay delisting and thereby allow a 

company’s security to remain listed on 

the Exchange for an extended period 

despite being inappropriate for trading 

on the Exchange and not being able to 

maintain compliance with the 

Exchange’s listing standards. As 

discussed above, the Exchange states 

that engaging in a pattern of repeated 

reverse stock splits is often indicative of 

deep financial or operational distress 

that renders a company inappropriate 

for trading on the Exchange for investor 

protection reasons.23 The Exchange can 

reasonably conclude from its experience 

that a listed company that has effected 

one or more reverse stock splits over the 

prior two-year period with a cumulative 

ratio of 200 shares or more to one, or a 

listed company that effects a reverse 

stock split that results in the company 

being unable to maintain compliance 

with the continued listings 

requirements of Section 1003 of the 

Company Guide, indicates serious 

difficulties within such company that 

are likely to put continued downward 

pressure on the stock price, such that 

the company is less likely to maintain 

or regain compliance with the 

continued listing standards. In this 

respect, the proposal is appropriately 

targeted to those listed companies’ 

securities that are more likely to have 

serious recurrent issues in regaining and 

maintaining compliance with the 

Exchange’s continued listing standards. 

The Exchange’s proposal is 

reasonably designed to further investor 

protection by limiting the ability of 

listed companies with a history of 

having a low stock price to use reverse 

stock splits to remain qualified for 

listing.24 The Exchange states that it has 

observed that the challenges facing such 

companies generally are not temporary 

and may be so severe that a company is 

not likely to remain compliant with 

Exchange listing standards after curing 

its low selling price by means of a 

reverse stock split.25 In addition, the 

Exchange states that the price concerns 

with such companies can be a leading 

indicator of other listing compliance 

concerns, and that these companies 

often become subject to delisting for 

other reasons within a short period of 

time.26 Further, the continued listing of 

low-priced securities raises concerns 

that these securities may not have 

sufficient public float, investor base, 

and trading interest to promote fair and 

orderly markets and relatedly may have 

heightened susceptibility to 

manipulation. Given these concerns, the 

Exchange’s proposal to immediately 

suspend and delist a company that 

effectuates a reverse stock split in the 

circumstances described above is 

appropriate and consistent with Section 

6(b)(5) of the Act. 

While the Commission recognizes that 

the Exchange delisting process is in part 

designed to allow listed companies 

experiencing temporary financial and/or 

business issues to regain compliance 

with continued listing standards, the 

proposal reasonably balances the intent 

of the delisting process with the need to 

prevent companies from taking 

advantage of the delisting process for an 

extended period of time despite being 

inappropriate for trading on the 

Exchange and not being able to comply 

with Exchange standards for continued 

listing, which is contrary to the goal of 

protecting investors and the public 

interest. 

The proposed rule change is also 

consistent with Section 6(b)(7) of the 

Act 32 in that it provides a fair procedure 

for the prohibition or limitation by the 

Exchange of any person with respect to 

access to services offered. A listed 

company whose securities are subject to 

immediate suspension and delisting 

under the proposal would still be able 

to seek review of a delisting 

determination from the Committee for 

Review of the Board of Directors of the 


ddrumheller on DSK120RN23PROD with NOTICES1
8076 Federal Register / Vol. 90, No. 14 / Thursday, January 23, 2025 / Notices 

27 15 U.S.C. 78f(b)(5). 

28 15 U.S.C. 78f(b)(7). 

29The Commission received one comment letter 

on the proposal that was generally supportive. See 

Letter from Melody Brand, dated Dec. 16, 2024. 

30 15 U.S.C. 78s(b)(2). 

31 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). 

5Capitalized terms not defined herein are defined 

in the Rules, By-Laws and Organization Certificate 

of DTC (‘‘DTC Rules’’) or the National Securities 

Clearing Corporation (‘‘NSCC’’) Rules & Procedures 

(‘‘NSCC Rules’’), available at https://www.dtcc.com/ 

legal/rules-and-procedures, or the Second 

Amended and Restated Netting Contract and 

Limited Cross-Guaranty, dated as of October 1, 

2002, between NSCC and DTC, as applicable. 

6The Cross-Guaranty Agreement (i) is a Clearing 

Agency Agreement as defined in the DTC Rules 

(DTC Rule 1, Definitions; Governing Law, supra 

note 5) and is subject to, inter alia, Rule 9(E) of the 

DTC Rules (DTC Rule 9(E), Clearing Agency 

Agreements, supra note 5), and (ii) is a Clearing 

Agency Cross-Guaranty Agreement as defined in the 

NSCC Rules (NSCC Rule 1, Definitions and 

Descriptions, supra note 5) and is subject to, inter 

alia, Rule 25 of the NSCC Rules (NSCC Rule 25, 

Cross-Guaranty Obligation, supra note 5). 

7 15 U.S.C. 78(b)(3)(A). 

8 17 CFR 240.19b–4(f)(6). 

9 15 U.S.C. 78s(b)(3)(A). 

10 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6)(iii) requires the Clearing Agency 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 

Exchange as set forth in Part 12 of the 

Company Guide. Accordingly, the 

proposal is appropriate in light of the 

need to protect investors and the public 

interest and the Exchange’s process for 

review of a delisting determination will 

continue to provide a fair procedure for 

the review of delisting determinations 

in accordance with Section 6(b)(7) of the 

Act. 

In sum, the Exchange’s proposal 

appropriately identifies securities listed 

on its market that are more likely to 

have serious recurrent issues in 

regaining and maintaining compliance 

with the Exchange’s continued listing 

standards, and proposes reasonable 

changes to shorten the time that such 

non-compliant securities can remain 

trading on the Exchange, thereby 

protecting investors and the public 

interest in accordance with Section 

6(b)(5) of the Act,27 while at the same 

time maintaining a fair procedure for 

affected companies to seek review of a 

delisting determination from the 

Committee for Review of the Board of 

Directors of the Exchange in accordance 

with Section 6(b)(7) of the Act.28 For 

these reasons, the Commission finds 

that the proposed rule change is 

consistent with the requirements of the 

Act.29

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,30 that the 

proposed rule change (SR–NYSEAMER– 

2024–61), be, and it hereby is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.31

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2025–01549 Filed 1–22–25; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–102219; File No. SR– 

NSCC–2025–001] 

Self-Regulatory Organizations; 

National Securities Clearing 

Corporation; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Amend and Restate 

the Second Amended and Restated 

Netting Contract and Limited CrossGuaranty Between NSCC and DTC 

January 16, 2025. 

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

Securities Exchange Act of 1934 

(‘‘Exchange Act’’) 1 and Rule 19b–4 

thereunder,2 notice is hereby given that 

on January 2, 2025, National Securities 

Clearing Corporation (‘‘NSCC’’) 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 clearing 

agency. NSCC filed the proposed rule 

change pursuant to Section 19(b)(3)(A) 

of the Exchange Act 3 and Rule 19b– 

4(f)(6) thereunder.4 The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Clearing Agency’s Statement of the 

Terms of Substance of the Proposed 

Rule Change 

The purpose of this proposed rule 

change 5 is to amend and restate the 

Second Amended and Restated Netting 

Contract and Limited Cross-Guaranty, 

dated as of October 1, 2002, between 

NSCC and DTC (the ‘‘Cross-Guaranty 

Agreement’’).6 As part of the proposed 

amendment and restatement of the 

Cross-Guaranty Agreement, NSCC and 

DTC (each, a ‘‘Clearing Agency,’’ and, 

together, the ‘‘Clearing Agencies’’) 

propose to enter into a Third Amended 

and Restated Netting Contract and 

Limited Cross-Guaranty. The proposed 

changes would amend and restate the 

Cross-Guaranty Agreement to (i) revise 

the description of the Clearing Agencies’ 

cross-endorsement procedures to better 

reflect current practices of the Clearing 

Agencies, (ii) simplify and consolidate 

the liquidity and guaranty obligations of 

the Clearing Agencies under the current 

Cross-Guaranty Agreement into a single 

guaranty obligation of each Clearing 

Agency, (iii) provide for the netting of 

guaranty obligations between the 

Clearing Agencies’ in certain instances, 

(iv) provide for more up-to-date 

valuations of securities under the CrossGuaranty Agreement, (v) provide for the 

Clearing Agency receiving securities in 

connection with the performance of the 

other Clearing Agency’s guaranty 

obligation the ability to select the 

particular securities it receives, (vi) 

enhance the information sharing 

between the Clearing Agencies under 

the Cross-Guaranty Agreement, and (vii) 

make appropriate conforming and 

clarifying changes to the Cross-Guaranty 

Agreement. 

The proposed rule change, including 

the Clearing Agency’s statement of the 

purpose of, and statutory basis for, the 

proposed rule change, is available on 

the Clearing Agency’s website at https:// 

www.dtcc.com/legal/sec-rule-filings and 

on the Commission’s website at https:// 

www.sec.gov/rules-regulations/selfregulatory-organization-rulemaking/ 

NSCC?file_number=SR-NSCC-2025-001. 

II. Date of Effectiveness of the Proposed 

Rule Change and Timing for 

Commission Action 

The Clearing Agency has filed the 

proposed rule change pursuant to 

Section 19(b)(3)(A) of the Act 7 and Rule 

19b–4(f)(6) 8 thereunder. 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; or (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 9 and Rule 19b– 

4(f)(6) 10 thereunder. 


ddrumheller on DSK120RN23PROD with NOTICES1