Federal Register / Vol. 90, No. 22 / Tuesday, February 4, 2025 / Notices 8949 

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

2 17 CFR 240.19b–4. 

3The Commission approved Nasdaq Rule 5711 in 

Securities Exchange Act Release No. 66648 (March 

23, 2012), 77 FR 19428 (March 30, 2012) (SR– 

NASDAQ–2012–013). 

4See Registration Statement on Form S–1, dated 

October 15, 2024, filed with the Commission by the 

Sponsor on behalf of the Trust. The descriptions of 

the Trust, the Shares, the Index (as defined below), 

and LTC contained herein are based, in part, on 

information in the Registration Statement. The 

Registration Statement in not yet effective and the 

Shares will not trade on the Exchange until such 

time that the Registration Statement is effective. 

5See Securities Exchange Act Release Nos. 78262 

(July 8, 2016), 81 FR 78262 (July 14. 2016) (the 

‘‘Winklevoss Proposal’’). The Winklevoss Proposal 

was subsequently disapproved by the Commission. 

See Securities Exchange Act Release No. 83723 

(July 26, 2018), 83 FR 37579 (August 1, 2018) (the 

‘‘Winklevoss Order’’). Prior orders from the 

Commission have pointed out that in every prior 

approval order for Commodity-Based Trust Shares, 

there has been a derivatives market that represents 

the regulated market of significant size, generally a 

Commodity Futures Trading Commission (the 

‘‘CFTC’’) regulated futures market. Further to this 

point, the Commission’s prior orders have noted 

that the spot commodities and currency markets for 

which it has previously approved spot ETPs are 

generally unregulated and that the Commission 

relied on the underlying futures market as the 

regulated market of significant size that formed the 

basis for approving the series of Currency and 

Commodity-Based Trust Shares, including gold, 

Continued 

request by email, if an email address is 

listed for the relevant Applicant below, 

or personally or by mail, if a physical 

address is listed for the relevant 

Applicant below. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on February 24, 2025, and 

should be accompanied by proof of 

service on the Applicants, in the form 

of an affidavit, or, for lawyers, a 

certificate of service. Pursuant to rule 0– 

5 under the Act, hearing requests should 

state the nature of the writer’s interest, 

any facts bearing upon the desirability 

of a hearing on the matter, the reason for 

the request, and the issues contested. 

Persons who wish to be notified of a 

hearing may request notification by 

emailing the Commission’s Secretary. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. Applicants: 

Veena K. Jain, Esq., Faegre Drinker 

Biddle & Reath LLP, veena.jain@

faegredrinker.com, with a copy to 

Patricia Rogers, Tweedy, Browne 

Company LLC, One Station Place, 

Stamford, Connecticut 06902 

andprogers@tweedy.com. 

FOR FURTHER INFORMATION CONTACT: 

Trace W. Rakestraw, Senior Special 

Counsel, at (202) 551–6825 (Division of 

Investment Management, Chief 

Counsel’s Office). 

SUPPLEMENTARY INFORMATION: For 

Applicants’ representations, legal 

analysis, and conditions, please refer to 

Applicants’ application, dated 

December 16, 2024, which may be 

obtained via the Commission’s website 

by searching for the file number at the 

top of this document, or for an 

Applicant using the Company name 

search field on the SEC’s EDGAR 

system. The SEC’s EDGAR system may 

be searched at https://www.sec.gov/ 

edgar/searchedgar/companysearch. You 

may also call the SEC’s Office of 

Investor Education and Advocacy at 

(202) 551–8090. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2025–02156 Filed 2–3–25; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–102303; File No. SR– 

NASDAQ–2025–005] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Notice of 

Filing of Proposed Rule Change To 

List and Trade Shares of the Canary 

Litecoin ETF Under Nasdaq Rule 

5711(d) 

January 29, 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 

15, 2025, The Nasdaq Stock Market LLC 

(‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘SEC’’ or ‘‘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. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to list and 

trade shares of the Canary Litecoin ETF 

(the ‘‘Trust’’) under Nasdaq Rule 

5711(d) (‘‘Commodity-Based Trust 

Shares’’). The shares of the Trust are 

referred to herein as the ‘‘Shares.’’ 

The text of the proposed rule change 

is available on the Exchange’s website at 

https://listingcenter.nasdaq.com/ 

rulebook/nasdaq/rulefilings, at the 

principal office of the Exchange, and at 

the Commission’s Public Reference 

Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

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 list and 

trade the Shares under Nasdaq Rule 

5711(d),3 which governs the listing and 

trading of Commodity-Based Trust 

Shares on the Exchange. Canary Capital 

Group LLC is the sponsor of the Trust 

(the ‘‘Sponsor’’). The Shares will be 

registered with the SEC by means of the 

Trust’s registration statement on Form 

S–1 (the ‘‘Registration Statement’’).4

Any statements or representations 

included in this proposal regarding: (a) 

the description of the reference assets or 

trust holdings; (b) limitations on the 

reference assets or trust holdings; (c) 

dissemination and availability of the 

reference asset or intraday indicative 

value; or (d) the applicability of Nasdaq 

listing rules specified in this proposal 

shall constitute continued listing 

standards for the Shares listed on the 

Exchange. 

The Commission has historically 

approved or disapproved exchange 

filings to list and trade series of Trust 

Issued Receipts, including spot-based 

Commodity-Based Trust Shares, on the 

basis of whether the listing exchange 

has in place a comprehensive 

surveillance sharing agreement with a 

regulated market of significant size 

related to the underlying commodity to 

be held.5 The Commission has also 


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8950 Federal Register / Vol. 90, No. 22 / Tuesday, February 4, 2025 / Notices 

silver, platinum, palladium, copper, and other 

commodities and currencies. The Commission 

specifically noted in the Winklevoss Order that the 

approval order issued related to the first spot gold 

ETP ‘‘was based on an assumption that the currency 

market and the spot gold market were largely 

unregulated.’’ See Winklevoss Order at 37592. As 

such, the regulated market of significant size test 

does not require that the spot market be regulated 

in order for the Commission to approve this 

proposal, and precedent makes clear that an 

underlying market for a spot commodity or 

currency being a regulated market would actually 

be an exception to the norm. These largely 

unregulated currency and commodity markets do 

not provide the same protections as the markets that 

are subject to the Commission’s oversight, but the 

Commission has consistently looked to surveillance 

sharing agreements with the underlying futures 

market in order to determine whether such 

products were consistent with the Act. See 

Securities Exchange Act No. 99306 (January 10, 

2024), 89 FR 3008 (January 17, 2024) (SelfRegulatory Organizations; NYSE Arca, Inc.; The 

Nasdaq Stock Market LLC; Cboe BZX Exchange, 

Inc.; Order Granting Accelerated Approval of 

Proposed Rule Changes, as Modified by 

Amendments Thereto, To List and Trade BitcoinBased Commodity-Based Trust Shares and Trust 

Units) (the ‘‘Spot Bitcoin ETP Approval Order’’); 

100224 (May 23, 2024), 89 FR 46937 (May 30, 2024) 

(Self-Regulatory Organizations; NYSE Arca, Inc.; 

The Nasdaq Stock Market LLC; Cboe BZX 

Exchange, Inc.; Order Granting Accelerated 

Approval of Proposed Rule Changes, as Modified by 

Amendments Thereto, To List and Trade Shares of 

Ether-Based Exchange-Traded Products) (the ‘‘Spot 

ETH ETP Approval Order’’). 6See Winklevoss Order, 83 FR at 37580; see Spot 

Bitcoin ETP Approval Order, 89 FR at 3009; see 

Spot ETH ETP Approval Order 89 FR at 46938. 

7The Trust may engage additional custodians for 

its LTC in the future, each of whom may be referred 

to as a Custodian. 

8 15 U.S.C. 80a–1. 

consistently recognized, however, that 

this is not the exclusive means by which 

an ETP listing exchange can meet this 

statutory obligation.6 A listing exchange 

could, alternatively, demonstrate that 

‘‘other means to prevent fraudulent and 

manipulative acts and practices will be 

sufficient’’ to justify dispensing with a 

surveillance-sharing agreement with a 

regulated market of significant size. 

The Commission recently issued 

orders granting approval for proposals 

to list bitcoin- and ether-based 

commodity trust shares and bitcoin- and 

ether-based trust issued receipts (these 

proposed funds are nearly identical to 

the Trust, but proposed to hold bitcoin 

and ether, respectively, instead of 

Litecoin) (‘‘Spot Bitcoin ETPs’’ and 

‘‘Spot ETH ETPs’’). In both the Spot 

Bitcoin ETP Approval Order and Spot 

ETH ETP Approval Order, the 

Commission found that sufficient ‘‘other 

means’’ of preventing fraud and 

manipulation had been demonstrated 

that justified dispensing with a 

surveillance-sharing agreement with a 

market of significant size. Specifically, 

the Commission found that while the 

Chicago Mercantile Exchange (‘‘CME’’) 

futures market for both bitcoin and ether 

were not of ‘‘significant size’’ with 

respect to the spot market, the Exchange 

demonstrated that other means could be 

reasonably expected to assist in 

surveilling for fraudulent and 

manipulative acts and practices in the 

specific context of the proposals. 

As further discussed below, both the 

Exchange and the Sponsor believe that 

this proposal and the analysis to be 

included are sufficient to establish that 

there are sufficient ‘‘other means’’ of 

preventing fraud and manipulation that 

warrant dispensing of the surveillancesharing agreement with a regulated 

market of significant size, as was done 

with both Spot Bitcoin ETPs and Spot 

ETH ETPs, and that this proposal 

should be approved. 

Description of the Trust 

The Shares will be issued by the 

Trust, a Delaware statutory trust. The 

Trust will operate pursuant to a trust 

agreement (the ‘‘Trust Agreement’’), as 

amended and/or restated from time to 

time. CSC Delaware Trust Company, a 

Delaware corporation, is the trustee of 

the Trust (the ‘‘Trustee’’). The Trust is 

managed and controlled by the Sponsor. 

U.S. Bancorp Fund Services, LLC will 

be the administrator (the 

‘‘Administrator’’), U.S. Bancorp Fund 

Services, LLC will be the transfer agent 

(the ‘‘Transfer Agent’’), and U.S. Bank, 

N.A. will be responsible for the custody 

of the Trust’s cash (the ‘‘Cash 

Custodian’’). BitGo Trust Company, Inc. 

and Coinbase Custody Trust Company, 

LLC, (the ‘‘Custodians’’) will be 

responsible for custody of the Trust’s 

Litecoin (‘‘LTC’’).7

According to the Registration 

Statement, each Share will represent a 

fractional undivided beneficial interest 

in and ownership of the Trust. The 

Trust’s assets will consist only of LTC 

and cash. 

According to the Registration 

Statement, the Trust is not a fund 

registered under the Investment 

Company Act of 1940, as amended.8

Further, the Trust is not a commodity 

pool for purposes of the Commodity 

Exchange Act of 1936, as amended (the 

‘‘CEA’’), and the Sponsor is not subject 

to regulation by the Commodity Futures 

Trading Commission (the ‘‘CFTC’’) as a 

commodity pool operator or a 

commodity trading advisor in 

connection with the Shares. 

Neither the Trust, nor the Sponsor, 

nor the Custodian, nor any other person 

associated with the Trust will, directly 

or indirectly, engage in action where 

any portion of the Trust’s LTC is used 

to earn additional LTC or generate 

rewards or other income. The Trust will 

not acquire and will disclaim any 

incidental right (‘‘IR’’) or IR asset 

received, for example as a result of forks 

or airdrops, and such assets will not be 

taken into account for purposes of 

determining the Trust’s net asset value 

(‘‘NAV’’). 

When the Trust sells or redeems its 

Shares, it will do so in blocks of 10,000 

Shares (a ‘‘Basket’’) based on the 

quantity of LTC attributable to each 

Share of the Trust (net of accrued but 

unpaid expenses and liabilities). For a 

creation of Shares, the creation shall be 

in the amount of cash needed to 

purchase the amount of LTC 

represented by the Basket being created, 

as calculated by the Administrator. For 

a redemption of Shares, the Sponsor 

shall arrange for the LTC represented by 

the Basket to be sold and the cash 

proceeds distributed. Authorized 

participants will deliver, or facilitate the 

delivery of, cash to the Trust’s account 

with the Cash Custodian in exchange for 

Shares when they purchase Shares, and 

the Trust will deliver cash to such 

Authorized Participants when they 

redeem Shares with the Trust. 

Authorized Participants may then offer 

Shares to the public at prices that 

depend on various factors, including the 

supply and demand for Shares, the 

value of the Trust’s assets, and market 

conditions at the time of a transaction. 

Owners of the beneficial interests of the 

Shares (the ‘‘Shareholders’’) who buy or 

sell Shares during the day from their 

broker may do so at a premium or 

discount relative to the per Share NAV 

of the Trust. 

Investment Objective 

According to the Registration 

Statement and as further described 

below, the Trust’s investment objective 

is to seek to track the performance of 

LTC, as measured by the Index (as 

defined below), adjusted for the Trust’s 

expenses and other liabilities. In seeking 

to achieve its investment objective, the 

Trust will hold LTC and will value its 

Shares daily as of 4:00 p.m. Eastern time 

(‘‘ET’’) using the same methodology 

used to calculate the Index. All of the 

Trust’s LTC will be held by the 

Custodians. 

LTC Background 

LTC is a digital asset that is created 

and transmitted through the operations 

of the peer-to-peer, decentralized 

network of computers that operates on 

cryptographic protocols (the ‘‘Litecoin 

Network’’). No single entity owns or 

operates the Litecoin Network, the 

infrastructure of which is collectively 

maintained by a decentralized user base. 

The Litecoin Network allows people to 


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exchange LTC, which are recorded on a 

public transaction ledger known as a 

blockchain (the ‘‘Litecoin Blockchain’’). 

LTC can be used to pay for goods and 

services on the Litecoin Network, or it 

can be converted to fiat currencies, such 

as the U.S. dollar, at rates determined 

on digital asset trading platforms or in 

individual end-user-to-end-user 

transactions under a barter system. 

Litecoin is an alternative software 

implementation of Bitcoin that was 

created in late 2011 by Charlie Lee, a 

former Google employee, who set out to 

create a proof-of-work currency that 

could be an alternative to Bitcoin. 

Ultimately, this resulted in a clone of 

Bitcoin. Although Litecoin is thus very 

similar to Bitcoin, there are several key 

differences between the Litecoin 

Network and the Bitcoin Network. 

These differences include a block 

generation time of approximately two 

and a half minutes for LTC as compared 

to ten minutes for Bitcoin, and a cap on 

the number of coins that will be created 

of 84 million LTC, as compared to 21 

million for Bitcoin. As a result of these 

differences, transactions using LTC 

occur four times faster than transactions 

using Bitcoin and at a lower cost. 

Litecoin also implemented ‘‘crypt,’’ a 

distinct hashing algorithm different 

from Bitcoin’s SHA–256 hashing 

algorithm, which does not require 

application-specific integrated circuits 

(‘‘ASICs’’) to mine LTC and therefore 

results in less centralized mining hash 

power. 

The Litecoin Network is decentralized 

and does not require governmental 

authorities or financial institution 

intermediaries to create, transmit or 

determine the value of LTC. Rather, LTC 

is created and allocated by the Litecoin 

Network protocol through a ‘‘mining’’ 

process. The value of LTC is determined 

by the supply of and demand for LTC 

on the digital asset trading platforms or 

in private end-user-to-end-user 

transactions. 

Similar to the Bitcoin Network, the 

Litecoin Network operates on a proof-ofwork model. New LTC is created and 

rewarded to the miners of a block in the 

Litecoin Blockchain for verifying 

transactions. The Litecoin Blockchain is 

effectively a decentralized database that 

includes all blocks that have been 

mined by miners and it is updated to 

include new blocks as they are solved. 

Each LTC transaction is broadcast to the 

Litecoin Network and, when included 

in a block, recorded on the Litecoin 

Blockchain. As each new block records 

outstanding LTC transactions, and 

outstanding transactions are settled and 

validated through such recording, the 

Litecoin Blockchain represents a 

complete, transparent and unbroken 

history of all transactions of the Litecoin 

Network. The current miner reward of 

6.25 LTC per block was reduced from 

12.5 LTC per block by 50% in August 

2023, and will be further reduced by 

another 50% every 840,000 blocks, or 

approximately four years, thereafter. 

Similar to Bitcoin, LTC can be used to 

pay for goods and services or can be 

converted to fiat currencies, such as the 

U.S. dollar, at rates determined on 

digital asset exchanges or in individual 

end-user-to-end-user transactions under 

a barter system. Additionally, LTC is 

used to pay for transaction fees to 

miners for verifying transactions on the 

Litecoin Network. 

Index 

The Trust will use the CoinDesk 

Litecoin Price Index (LTX) (the ‘‘Index’’) 

to calculate the Trust’s NAV. The Index 

is calculated by applying a weighting 

algorithm to the price and trading 

volume data for the immediately 

preceding 24-hour period as of 4:00 

p.m., New York time, derived from the 

selected digital asset trading platforms. 

CoinDesk Indices, Inc. publishes the 

Index. 

Net Asset Value 

As set forth in the Registration 

Statement, NAV means the total assets 

of the Trust including, but not limited 

to, all LTC and cash less total liabilities 

of the Trust. The Administrator 

determines the NAV of the Trust on 

each day that the Exchange is open for 

regular trading, as promptly as practical 

after 4:00 p.m. ET. The NAV of the Trust 

is the aggregate value of the Trust’s 

assets less its accrued but unpaid 

liabilities (which include accrued 

expenses). In determining the Trust’s 

NAV, the Administrator values the LTC 

held by the Trust based on the price set 

by the Index as of 4:00 p.m. ET. The 

Administrator also determines the NAV 

per Share. The NAV for the Trust will 

be calculated by the Administrator once 

a day and will be disseminated daily to 

all market participants at the same time. 

Availability of Information and Intraday 

Indicative Value 

In addition to the price transparency 

of the Index, the Trust will provide 

information regarding the Trust’s LTC 

holdings as well as additional data 

regarding the Trust. The website for the 

Trust, which will be publicly accessible 

at no charge, will contain the following 

information: (a) the prior business day’s 

NAV per Share; (b) the prior business 

day’s Nasdaq official closing price; (c) 

calculation of the premium or discount 

of such Exchange official closing price 

against such NAV per Share; (d) data in 

chart form displaying the frequency 

distribution of discounts and premiums 

of the Exchange’s official closing price 

against the NAV, within appropriate 

ranges for each of the four previous 

calendar quarters (or for the life of the 

Trust, if shorter); (e) the prospectus; and 

(f) other applicable quantitative 

information. The Trust will also 

disseminate the Trust’s holdings on a 

daily basis on the Trust’s website. 

Quotation and last sale information 

regarding the Shares will be 

disseminated through the facilities of 

the relevant securities information 

processor. 

The intraday indicative value (‘‘IIV’’) 

will be calculated by using the prior 

day’s closing NAV per Share as a base 

and updating that value during the 

Exchange’s regular market session of 

9:30 a.m. to 4:00 p.m. ET (the ‘‘Regular 

Market Session’’) to reflect changes in 

the value of the Trust’s LTC holdings 

during the trading day. The IIV 

disseminated during the Regular Market 

Session should not be viewed as an 

actual real-time update of the NAV, 

because NAV per Share is calculated 

only once at the end of each trading day 

based upon the relevant end-of-day 

values of the Trust’s investments. The 

IIV will be widely disseminated on a 

per-Share basis every 15 seconds during 

the Regular Market Session through the 

facilities of the relevant securities 

information processor by market data 

vendors. In addition, the IIV will be 

available through online information 

services, such as Bloomberg and 

Reuters. 

Quotation and last sale information 

for LTC is disseminated through a 

variety of major market data vendors. 

Information related to trading, including 

price and volume information, in LTC is 

available from major market data 

vendors and from the trading platforms 

on which LTC are traded. Depth of book 

information is also available from LTC 

trading platforms. The normal trading 

hours for LTC trading platforms are 24 

hours per day, 365 days per year. 

Information regarding market price 

and trading volume of the Shares will be 

continually available on a real-time 

basis throughout the day on brokers’ 

computer screens and other electronic 

services. Information regarding the 

previous day’s Nasdaq official closing 

price and trading volume information 

for the Shares will be published daily in 

the financial section of newspapers. 

Custody of the Trust’s LTC 

The Custodians will be responsible 

for custody of the Trust’s LTC. The 

Custodians are qualified custodians 


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8952 Federal Register / Vol. 90, No. 22 / Tuesday, February 4, 2025 / Notices 

9Pursuant to Nasdaq Rule 5720(a), the term 

‘‘Trust Issued Receipt’’ means a security (a) that is 

issued by a trust which holds specified securities 

deposited with the trust; (b) that, when aggregated 

in some specified minimum number, may be 

surrendered to the trust by the beneficial owner to 

receive the securities; and (c) that pays beneficial 

owners dividends and other distributions on the 

deposited securities, if any are declared and paid 

to the trustee by an issuer of the deposited 

securities 

10Pursuant to Nasdaq Rule 5711(d)(iv), the term 

‘‘Commodity-Based Trust Shares’’ means a security 

(1) that is issued by a trust that holds (a) a specified 

commodity deposited with the trust, or (b) a 

specified commodity and, in addition to such 

specified commodity, cash; (2) that is issued by 

such trust in a specified aggregate minimum 

number in return for a deposit of a quantity of the 

underlying commodity and/or cash; and (3) that, 

when aggregated in the same specified minimum 

number, may be redeemed at a holder’s request by 

such trust which will deliver to the redeeming 

holder the quantity of the underlying commodity 

and/or cash. 

11See Winklevoss Order at 37580. The 

Commission has also specifically noted that it ‘‘is 

not applying a ‘cannot be manipulated’ standard; 

instead, the Commission is examining whether the 

proposal meets the requirements of the Exchange 

Act and, pursuant to its Rules of Practice, places the 

burden on the listing exchange to demonstrate the 

validity of its contentions and to establish that the 

requirements of the Exchange Act have been met.’’ 

Id. at 37582. 

under Rule 206–4 of the Investment 

Adviser Act. The Custodians will 

custody the Trust’s LTC pursuant to 

custody agreements. The custody 

agreements require the Custodians to 

maintain the Trust’s LTC in segregated 

accounts that clearly identify the Trust 

as owner of the respective accounts and 

assets held in those accounts; the 

segregation will be both from the 

proprietary property of the Custodians 

and the assets of any other customer. 

Such arrangements are generally 

deemed to be ‘‘bankruptcy remote,’’ that 

is, in the event of an insolvency of a 

Custodian, assets held in such 

segregated accounts would not become 

property of the Custodian’s estate and 

would not be available to satisfy claims 

of creditors of the Custodian. In 

addition, the Custodians carry fidelity 

insurance, which covers assets held by 

the Custodians in custody from risks 

such as theft of funds. LTC owned by 

the Trust will at all times be held by, 

and in the control of, the Custodians, 

and transfer of such LTC to or from the 

Custodians will occur only in 

connection with creation and 

redemptions of Shares or allocations 

among the Custodians. 

The Custodians carefully consider the 

design of the physical, operational and 

cryptographic systems for secure storage 

of the Trust’s private keys in an effort 

to lower the risk of loss or theft. The 

Custodians utilizes a variety of security 

measures to ensure that private keys 

necessary to transfer digital assets 

remain uncompromised and that the 

Trust maintains exclusive ownership of 

its assets. The operational procedures of 

the Custodians are reviewed by thirdparty advisors with specific expertise in 

physical security. The devices that store 

the keys will never be connected to the 

internet or any other public or private 

distributed network—this is colloquially 

known as ‘‘cold storage.’’ Only specific 

individuals are authorized to participate 

in the custody process, and no 

individual acting alone will be able to 

access or use any of the private keys. In 

addition, no combination of the 

executive officers of the Sponsor or the 

investment professionals managing the 

Trust, acting alone or together, will be 

able to access or use any of the private 

keys that hold the Trust’s LTC. 

Creation and Redemption of Shares 

The Trust will issue Shares on an 

ongoing basis, but only in one or more 

Baskets. The creation and redemption of 

a Basket requires the delivery to the 

Trust, or the distribution by the Trust, 

of the cash value of the amount of LTC 

represented by each Basket being 

created or redeemed, which is 

calculated pursuant to the same 

procedures used to calculate the Trust’s 

NAV (the ‘‘Basket Amount’’). The 

amount of bitcoin the Trust, by the 

number of Shares outstanding at such 

time (the quotient so obtained 

represented by each Basket is 

determined by dividing the number of 

LTC owned by the Trust at 4:00 p.m. ET, 

on the trade date of a creation or 

redemption order, as adjusted for the 

number of whole and fractional LTC 

constituting accrued but unpaid fees 

and expenses of the Trust, by the 

number of Shares outstanding at such 

time and multiplying such quotient by 

10,000. The Basket Amount multiplied 

by the number of Baskets being created 

or redeemed is the ‘‘Total Basket 

Amount.’’ The only persons that may 

place orders to create or redeem Baskets 

are authorized participants 

(‘‘Authorized Participants’’). Each 

Authorized Participant must (i) be a 

registered broker-dealer or similar 

exempt financial institution and (ii) 

enter into a participant agreement with 

the Sponsor, the Administrator, and the 

Trust’s marketing agent. Authorized 

Participants may act for their own 

accounts or as agents for broker-dealers, 

custodians and other securities market 

participants that wish to create or 

redeem Baskets. Shareholders who are 

not Authorized Participants will only be 

able to redeem their Shares through an 

Authorized Participant. The Authorized 

Participants will deliver only cash to 

create Shares and will receive only cash 

when redeeming Shares. Further, 

Authorized Participants will not 

directly or indirectly purchase, hold, 

deliver, or receive LTC as part of the 

creation or redemption process or 

otherwise direct the trust or a third 

party with respect to purchasing, 

holding, delivering, or receiving LTC as 

part of the creation or redemption 

process. The Sponsor will maintain 

ownership and control of the LTC in a 

manner consistent with good delivery 

requirements for spot commodity 

transactions. 

Applicable Standard 

The Commission has approved 

numerous series of Trust Issued 

Receipts,9 including Commodity-Based 

Trust Shares,10 to be listed on U.S. 

national securities exchanges. In order 

for any proposed rule change from an 

exchange to be approved, the 

Commission must determine that, 

among other things, the proposal is 

consistent with the requirements of 

Section 6(b)(5) of the Act, specifically 

including: (i) the requirement that a 

national securities exchange’s rules are 

designed to prevent fraudulent and 

manipulative acts and practices; and (ii) 

the requirement that an exchange 

proposal be designed, in general, to 

protect investors and the public interest. 

The Exchange believes that this 

proposal is consistent with the 

requirements of Section 6(b)(5) of the 

Act. 

As noted above, the Commission has 

recognized that the ‘‘regulated market of 

significant size’’ standard is not the only 

means for satisfying Section 6(b)(5) of 

the Act, specifically providing that a 

listing exchange could demonstrate that 

‘‘other means to prevent fraudulent and 

manipulative acts and practices’’ are 

sufficient to justify dispensing with the 

requisite surveillance-sharing 

agreement.11 For example, in approving 

the Spot Bitcoin ETPs, the Commission 

found that there were ‘‘sufficient ‘other 

means’ of preventing fraud and 

manipulation,’’ including that: 

[B]ased on the record before the 

Commission and the improved quality of the 

correlation analysis in the record, including 

the Commission’s own analysis, the 

Commission is able to conclude that fraud or 

manipulation that impacts prices in spot 

bitcoin markets would likely similarly 

impact CME bitcoin futures prices. And 

because the CME’s surveillance can assist in 

detecting those impacts on CME bitcoin 

futures prices, the Exchanges’ comprehensive 

surveillance-sharing agreement with the 

CME—a U.S. regulated market whose bitcoin 

futures market is consistently highly 

correlated to spot bitcoin, albeit not of 


lotter on DSK11XQN23PROD with NOTICES1
Federal Register / Vol. 90, No. 22 / Tuesday, February 4, 2025 / Notices 8953 

12See Securities Exchange Act Release No. 99306 

(January 10, 2024), 89 FR 3008 (January 17, 2024) 

(Order Granting Accelerated Approval of Proposed 

Rule Changes, as Modified by Amendments 

Thereto, To List and Trade Shares of Bitcoin-Based 

Commodity-Based Trust Shares and Trust Units). 

The SEC made substantially similar findings in the 

approval order for Spot ETH ETPs. See Securities 

Exchange Act Release No. 100224 (May 23, 2024), 

89 FR 46937 (May 30, 2024) (Order Granting 

Accelerated Approval of Proposed Rule Changes, as 

Modified by Amendments Thereto, To List and 

Trade Shares of Ether-Based Exchange-Traded 

Products). 

13See https://assets.ctfassets.net/k3n74unfin40/

3xEbgdn4kcSEfs409Yrwuo/76eaa812a06b1d6

d3d01fc9f7f6e996c/2024-7_Listing_of_LC_

Futures.docx.pdf. 

14For a list of the current members and affiliate 

members of ISG, see https://www.isgportal.com/. 

15The Exchange will provide the relevant 

correlation analysis through an amendment of this 

filing. 

‘‘significant size’’ related to spot bitcoin—can 

be reasonably expected to assist in 

surveilling for fraudulent and manipulative 

acts and practices in the specific context of 

the [Spot Bitcoin ETPs].12

Today, Coinbase Derivatives, LLC 

(‘‘Coinbase Derivatives’’) offers trading 

in LTC futures.13 Nasdaq has a 

comprehensive surveillance-sharing 

agreement with Coinbase Derivatives via 

its common membership in the 

Intermarket Surveillance Group 

(‘‘ISG’’).14 This facilitates the sharing of 

information that is available to Coinbase 

Derivatives through its surveillance of 

its markets, including its surveillance of 

Coinbase Derivatives’ LTC futures 

market. Similar to the Spot Bitcoin and 

Spot ETH ETPs previously approved by 

the SEC, Nasdaq’s ability to obtain 

information regarding trading in the 

LTC futures from other markets that are 

members of the ISG (specifically 

Coinbase Derivatives) would assist 

Nasdaq in detecting and deterring 

misconduct.15

Initial and Continued Listing 

The Shares will be subject to Nasdaq 

Rule 5711(d)(vi), which sets forth the 

initial and continued listing criteria 

applicable to Commodity-Based Trust 

Shares. The Exchange will obtain a 

representation that the Trust’s NAV per 

Share will be calculated daily and will 

be made available to all market 

participants at the same time. A 

minimum of 40,000 Shares will be 

required to be outstanding at the time of 

commencement of trading on the 

Exchange. Upon termination of the 

Trust, the Shares will be removed from 

listing. The Trustee will be a trust 

company having substantial capital and 

surplus and the experience and facilities 

for handling corporate trust business, as 

required under Nasdaq Rule 

5711(d)(vi)(D) and no change will be 

made to the Trustee without prior notice 

to and approval of the Exchange. 

As required in Nasdaq Rule 

5711(d)(viii), the Exchange notes that 

any registered market maker (‘‘Market 

Maker’’) in the Shares must file with the 

Exchange, in a manner prescribed by the 

Exchange, and keep current a list 

identifying all accounts for trading the 

underlying commodity, related futures 

or options on futures, or any other 

related derivatives, which the registered 

Market Maker may have or over which 

it may exercise investment discretion. 

No registered Market Maker in the 

Shares shall trade in the underlying 

commodity, related futures or options 

on futures, or any other related 

derivatives, in an account in which a 

registered Market Maker, directly or 

indirectly, controls trading activities, or 

has a direct interest in the profits or 

losses thereof, which has not been 

reported to the Exchange as required by 

Nasdaq Rule 5711(d). In addition to the 

existing obligations under Exchange 

rules regarding the production of books 

and records, the registered Market 

Maker in the Shares shall make 

available to the Exchange such books, 

records or other information pertaining 

to transactions by such entity or any 

limited partner, officer or approved 

person thereof, registered or nonregistered employee affiliated with such 

entity for its or their own accounts in 

the underlying commodity, related 

futures or options on futures, or any 

other related derivatives, as may be 

requested by the Exchange. 

The Exchange is able to obtain 

information regarding trading in the 

Shares and the underlying LTC, LTC 

futures contracts, or any other LTC 

derivative through members acting as 

registered Market Makers, in connection 

with their proprietary or customer 

trades. 

As a general matter, the Exchange has 

regulatory jurisdiction over its members, 

and their associated persons. The 

Exchange also has regulatory 

jurisdiction over any person or entity 

controlling a member, as well as a 

subsidiary or affiliate of a member that 

is in the securities business. A 

subsidiary or affiliate of a member 

organization that does business only in 

commodities would not be subject to 

Exchange jurisdiction, but the Exchange 

could obtain information regarding the 

activities of such subsidiary or affiliate 

through surveillance sharing agreements 

with regulatory organizations of which 

such subsidiary or affiliate is a member. 

Trading Rules 

The Exchange deems the Shares to be 

equity securities, thus rendering trading 

in the Shares subject to the Exchange’s 

existing rules governing the trading of 

equity securities. The Exchange will 

allow trading in the Shares from 4:00 

a.m. to 8:00 p.m. ET. The Exchange has 

appropriate rules to facilitate 

transactions in the Shares during all 

trading sessions. The Shares of the Trust 

will conform to the initial and 

continued listing criteria set forth in 

Nasdaq Rule 5711(d) and will comply 

with the requirements of Rule 10A–3 of 

the Act. 

Trading Halts 

With respect to trading halts, the 

Exchange may consider all relevant 

factors in exercising its discretion to 

halt or suspend trading in the Shares. 

The Exchange will halt trading in the 

Shares under the conditions specified in 

Nasdaq Rules 4120 and 4121, including 

without limitation the conditions 

specified in Nasdaq Rule 4120(a)(9) and 

(10) and the trading pauses under 

Nasdaq Rules 4120(a)(11) and (12). 

Trading may be halted because of 

market conditions or for reasons that, in 

the view of the Exchange, make trading 

in the Shares inadvisable. These may 

include: (1) the extent to which trading 

is not occurring in the LTC underlying 

the Shares; or (2) whether other unusual 

conditions or circumstances detrimental 

to the maintenance of a fair and orderly 

market are present. 

If the IIV or the value of the Index is 

not being disseminated as required, the 

Exchange may halt trading during the 

day in which the interruption to the 

dissemination of the IIV or the value of 

the Index occurs. If the interruption to 

the dissemination of the IIV or the value 

of the Index persists past the trading day 

in which it occurred, the Exchange will 

halt trading no later than the beginning 

of the trading day following the 

interruption. 

In addition, if the Exchange becomes 

aware that the NAV per Share with 

respect to the Shares is not 

disseminated to all market participants 

at the same time, it will halt trading in 

the Shares until such time as the NAV 

per Share is available to all market 

participants. 

Surveillance 

The Exchange believes that its 

surveillance procedures are adequate to 

properly monitor the trading of the 

Shares on the Exchange during all 

trading sessions and to deter and detect 

violations of Exchange rules and the 

applicable federal securities laws. The 

surveillance program includes real-time 

patterns for price and volume 

movements and post-trade surveillance 

patterns (e.g., spoofing, marking the 


lotter on DSK11XQN23PROD with NOTICES1
8954 Federal Register / Vol. 90, No. 22 / Tuesday, February 4, 2025 / Notices 

16 15 U.S.C. 78f(b). 

17 15 U.S.C. 78f(b)(5). 

18See Securities Exchange Act Release No. 99306 

(January 10, 2024), 89 FR 3008 (January 17, 2024) 

(Order Granting Accelerated Approval of Proposed 

Rule Changes, as Modified by Amendments 

Thereto, To List and Trade Shares of Bitcoin-Based 

Commodity-Based Trust Shares and Trust Units). 

The SEC made substantially similar findings in the 

approval order for spot ether ETPs. See Securities 

Exchange Act Release No. 100224 (May 23, 2024), 

89 FR 46937 (May 30, 2024) (Order Granting 

Accelerated Approval of Proposed Rule Changes, as 

Modified by Amendments Thereto, To List and 

Trade Shares of Ether-Based Exchange-Traded 

Products). 

19See https://assets.ctfassets.net/k3n74unfin40/

3xEbgdn4kcSEfs409Yrwuo/76eaa812a06b1d6

d3d01fc9f7f6e996c/2024-7_Listing_of_LC_

Futures.docx.pdf. 

close, pinging, phishing). Trading of 

Shares on the Exchange will be subject 

to the Exchange’s surveillance program 

for derivative products, as well as crossmarket surveillances administered by 

FINRA, on behalf of the Exchange 

pursuant to a regulatory services 

agreement, which are also designed to 

detect violations of Exchange rules and 

applicable federal securities laws. The 

Exchange is responsible for FINRA’s 

performance under this regulatory 

services agreement. 

The Exchange will require the Trust 

to represent to the Exchange that it will 

advise the Exchange of any failure by 

the Trust to comply with the continued 

listing requirements, and, pursuant to 

its obligations under Section 19(g)(1) of 

the Exchange Act, the Exchange will 

surveil for compliance with the 

continued listing requirements. If the 

Trust is not in compliance with the 

applicable listing requirements, the 

Exchange will commence delisting 

procedures under the Nasdaq 5800 

Series. In addition, the Exchange also 

has a general policy prohibiting the 

distribution of material, non-public 

information by its employees. 

The Exchange or FINRA, on behalf of 

the Exchange, or both, will 

communicate as needed regarding 

trading in the Shares with other markets 

and other entities that are members of 

the ISG, and the Exchange or FINRA, on 

behalf of the Exchange, or both, may 

obtain trading information regarding 

trading in the Shares and listed LTC 

futures from such markets and other 

entities. The Exchange also may obtain 

information regarding trading in the 

Shares and listed LTC futures via the 

ISG, from other exchanges who are 

members or affiliates of the ISG, or with 

which the Exchange has entered into a 

comprehensive surveillance sharing 

agreement. 

Information Circular 

Prior to the commencement of 

trading, the Exchange will inform its 

members in an information circular 

(‘‘Information Circular’’) of the special 

characteristics and risks associated with 

trading the Shares. Specifically, the 

Information Circular will discuss the 

following: (1) the procedures for 

creations and redemptions of Shares in 

Baskets (and that Shares are not 

individually redeemable); (2) Section 10 

of Nasdaq General Rule 9, which 

imposes suitability obligations on 

Nasdaq members with respect to 

recommending transactions in the 

Shares to customers; (3) how 

information regarding the IIV and NAV 

is disseminated; (4) the risks involved in 

trading the Shares during the pre-market 

and post-market sessions when an 

updated IIV will not be calculated or 

publicly disseminated; (5) the 

requirement that members deliver a 

prospectus to investors purchasing 

newly issued Shares prior to or 

concurrently with the confirmation of a 

transaction; and (6) trading information. 

The Information Circular will also 

discuss any exemptive, no action and 

interpretive relief granted by the 

Commission from any rules under the 

Act. 

The Information Circular will also 

reference the fact that there is no 

regulated source of last sale information 

regarding LTC, that the Commission has 

no jurisdiction over the trading of LTC 

as a commodity. 

Additionally, the Information Circular 

will reference that the Trust is subject 

to various fees and expenses described 

in the Registration Statement. The 

Information Circular will also disclose 

the trading hours of the Shares. The 

Information Circular will disclose that 

information about the Shares will be 

publicly available on the Trust’s 

website. 

2. Statutory Basis 

The Exchange believes that its 

proposal is consistent with Section 6(b) 

of the Act,16 in general, and furthers the 

objectives of Section 6(b)(5) of the Act,17

in particular, in that it is designed 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. 

The Commission has approved 

numerous series of Trust Issued 

Receipts, including Commodity-Based 

Trust Shares, to be listed on U.S. 

national securities exchanges. In order 

for any proposed rule change from an 

exchange to be approved, the 

Commission must determine that, 

among other things, the proposal is 

consistent with the requirements of 

Section 6(b)(5) of the Act, specifically 

including: (i) the requirement that a 

national securities exchange’s rules are 

designed to prevent fraudulent and 

manipulative acts and practices; and (ii) 

the requirement that an exchange 

proposal be designed, in general, to 

protect investors and the public interest. 

The Exchange believes that this 

proposal is consistent with the 

requirements of Section 6(b)(5) of the 

Act. 

As noted above, the Commission has 

recognized that the ‘‘regulated market of 

significant size’’ standard is not the only 

means for satisfying Section 6(b)(5) of 

the act, specifically providing that a 

listing exchange could demonstrate that 

‘‘other means to prevent fraudulent and 

manipulative acts and practices’’ are 

sufficient to justify dispensing with the 

requisite surveillance-sharing agreement 

with the underlying spot market. The 

Exchange and Sponsor believe that such 

conditions are present. As discussed 

above, in approving the Spot Bitcoin 

ETPs, the Commission found that there 

were ‘‘sufficient ‘other means’ of 

preventing fraud and manipulation,’’ 

including that: 

[B]ased on the record before the 

Commission and the improved quality of the 

correlation analysis in the record, including 

the Commission’s own analysis, the 

Commission is able to conclude that fraud or 

manipulation that impacts prices in spot 

bitcoin markets would likely similarly 

impact CME bitcoin futures prices. And 

because the CME’s surveillance can assist in 

detecting those impacts on CME bitcoin 

futures prices, the Exchanges’ comprehensive 

surveillance-sharing agreement with the 

CME—a U.S. regulated market whose bitcoin 

futures market is consistently highly 

correlated to spot bitcoin, albeit not of 

‘‘significant size’’ related to spot bitcoin—can 

be reasonably expected to assist in 

surveilling for fraudulent and manipulative 

acts and practices in the specific context of 

the [Spot Bitcoin ETPs].18

As discussed above, Coinbase 

Derivatives offers trading in LTC 

futures.19 Nasdaq has a comprehensive 

surveillance-sharing agreement with 

Coinbase Derivatives via its common 

membership in ISG, which facilitates 

the sharing of information that is 

available to Coinbase Derivatives 

through its surveillance of its markets, 

including its surveillance of Coinbase 

Derivatives’ LTC futures market. Similar 

to the Spot Bitcoin and Spot ETH ETPs 

previously approved by the SEC, 

Nasdaq’s ability to obtain information 

regarding trading in the LTC futures 

from other markets that are members of 

the ISG (specifically Coinbase 


lotter on DSK11XQN23PROD with NOTICES1
Federal Register / Vol. 90, No. 22 / Tuesday, February 4, 2025 / Notices 8955 

20The Exchange will provide the relevant 

correlation analysis through an amendment of this 

filing. 21 17 CFR 200.30–3(a)(12). 

Derivatives) would assist Nasdaq in 

detecting and deterring misconduct.20

The Exchange further believes that the 

proposed rule change is designed to 

prevent fraudulent and manipulative 

acts and practices and to protect 

investors and the public interest in that 

the Shares will be listed and traded on 

the Exchange pursuant to the initial and 

continued listing criteria set forth in 

Nasdaq Rule 5711(d). The Exchange has 

in place surveillance procedures that are 

adequate to properly monitor trading in 

the Shares in all trading sessions and to 

deter and detect violations of Exchange 

rules and applicable federal securities 

laws. As discussed above, the 

surveillance program includes real-time 

patterns for price and volume 

movements and post-trade surveillance 

patterns (e.g., spoofing, marking the 

close, pinging, phishing). Trading of 

Shares on the Exchange will be subject 

to the Exchange’s surveillance program 

for derivative products, as well as crossmarket surveillances administered by 

FINRA, on behalf of the Exchange 

pursuant to a regulatory services 

agreement, which are also designed to 

detect violations of Exchange rules and 

applicable federal securities laws. The 

Exchange is responsible for FINRA’s 

performance under this regulatory 

services agreement. 

The Exchange will require the Trust 

to represent to the Exchange that it will 

advise the Exchange of any failure by 

the Trust to comply with the continued 

listing requirements, and, pursuant to 

its obligations under Section 19(g)(1) of 

the Exchange Act, the Exchange will 

surveil for compliance with the 

continued listing requirements. If the 

Trust is not in compliance with the 

applicable listing requirements, the 

Exchange will commence delisting 

procedures under the Nasdaq 5800 

Series. In addition, the Exchange also 

has a general policy prohibiting the 

distribution of material, non-public 

information by its employees. 

The Exchange will communicate as 

needed regarding trading in the Shares 

with other markets and other entities 

that are members of the ISG, and the 

Exchange may obtain trading 

information regarding trading in the 

Shares and listed LTC futures from such 

markets and other entities. 

Trading in Shares of the Trust will be 

halted if the circuit breaker parameters 

have been reached or because of market 

conditions or for reasons that, in the 

view of the Exchange, make trading in 

the Shares inadvisable. These may 

include unusual conditions or 

circumstances detrimental to the 

maintenance of a fair and orderly 

market. 

The proposed rule change is designed 

to perfect the mechanism of a free and 

open market and, in general, to protect 

investors and the public interest in that 

it will facilitate the listing and trading 

of Shares that will enhance competition 

among market participants, to the 

benefit of investors and the marketplace. 

For all the above reasons, the 

Exchange believes that the proposed 

rule change is consistent with the 

requirements of Section 6(b)(5) of the 

Act. 

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 purpose of the Act. The Exchange 

notes that the proposed rule change 

rather will facilitate the listing and 

trading of additional exchange-traded 

product that will enhance competition 

among both market participants and 

listing venues, to the benefit of investors 

and the marketplace. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were either 

solicited or received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or within such longer period 

up to 90 days (i) as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding or (ii) as to which 

the Exchange consents, the Commission 

shall: (a) by order approve or disapprove 

such proposed rule change, or (b) 

institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

NASDAQ–2025–005 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–NASDAQ–2025–005. 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 

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–NASDAQ–2025–005 and 

should be submitted on or before 

February 25, 2025. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.21

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2025–02152 Filed 2–3–25; 8:45 am] 

BILLING CODE 8011–01–P 


lotter on DSK11XQN23PROD with NOTICES1