Federal Register / Vol. 90, No. 28 / Wednesday, February 12, 2025 / Notices 9451 

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. 

8 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 and Exchange Act Release No. 

101893 (Dec. 12, 2024), 89 FR 103003 (Dec. 18, 

2024) (SR–Phlx–2024–66) (Notice of Filing and 

Immediate Effectiveness of Proposed Rule Change 

To Lower the Options Regulatory Fee (ORF) and 

Adopt a New Approach to ORF in 2025). 

6On January 13, 2025, the Exchange filed SR– 

Phlx–2025–03. The Exchange withdrew SR–Phlx– 

2025–03 on January 28, 2025 and replaced it with 

this filing. 

7Copies 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. 

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-NASDAQ2025-009) or by sending an email to 

rule-comments@sec.gov. Please include 

file number SR–NASDAQ–2025–009 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–NASDAQ– 

2025–009. 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/rulesregulations/self-regulatory-organizationrulemaking/national-securitiesexchanges?file_number=SR-NASDAQ2025-009). 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–2025–009 and should be 

submitted on or before March 5, 2025. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.8

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2025–02498 Filed 2–11–25; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–102368; File No. SR–Phlx– 

2025–06] 

Self-Regulatory Organizations; Nasdaq 

PHLX LLC; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Delay the 

Implementation of the New Options 

Regulatory Fee (ORF) and ORF 

Methodology Proposed in SR–Phlx– 

2024–66 

February 6, 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 

28, 2025, Nasdaq PHLX LLC (‘‘Phlx’’ or 

‘‘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 the new Options 

Regulatory Fee (‘‘ORF’’) and 

methodology proposed in SR–Phlx– 

2024–66.5 Specifically, the Exchange 

proposes to delay the new ORF and 

methodology proposed therein which 

now will be implemented on June 1, 

2025 and sunset on December 1, 2025.6

Additionally, effective March 1, 2025, 

the Exchange proposes to revert its ORF 

to $0.0034 per contract side. 

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://

listingcenter.nasdaq.com/rulebook/ 

phlx/rulefilings and on the 

Commission’s website at https://

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

national-securities-exchanges?file_

number=SR-Phlx-2025-06. 

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-organizationrulemaking/national-securitiesexchanges?file_number=SR-Phlx-2025- 

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

number SR–Phlx–2025–06 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–Phlx–2025–06. 

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-organizationrulemaking/national-securitiesexchanges?file_number=SR-Phlx-2025- 

06). 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–Phlx–2025–06 and 


lotter on DSK11XQN23PROD with NOTICES1
9452 Federal Register / Vol. 90, No. 28 / Wednesday, February 12, 2025 / Notices 

8 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4Commodity-Based Trust Shares are securities 

issued by a trust that represent investors’ discrete 

identifiable and undivided beneficial ownership 

interest in the commodities deposited into the 

Trust. 

5The Shares are expected to be listed under the 

ticker symbol ‘‘LTCN.’’ 

6On July 12, 2021, the Trust filed its registration 

statement on Form 10 under the Securities Act (File 

No. 000–56310) (the ‘‘Registration Statement on 

Form 10’’). On September 3, 2021, the Trust filed 

Amendment No. 1 to the Registration Statement on 

Form 10. On September 22, 2021, the Trust filed 

Amendment No. 2 to the Registration Statement on 

Form 10. On November 4, 2021, the Trust filed 

Amendment No. 3 to the Registration Statement on 

Form 10. On February 4, 2022, the Trust filed 

Amendment No. 4 to the Registration Statement on 

Form 10. On September 10, 2021, the Registration 

Statement on Form 10 was automatically deemed 

effective. On September 1, 2022, September 1, 2023, 

and September 6, 2024, the Trust filed its annual 

reports on Form 10–K under the Securities Act (File 

No. 000–56310) (the ‘‘Annual Reports’’). On 

November 5, 2021, February 10, 2022, May 6, 2022, 

November 4, 2022, February 8, 2023, May 5, 2023, 

November 3, 2023, February 7, 2024, May 3, 2024, 

and November 1, 2024, the Trust filed its quarterly 

reports on Form 10–Q under the Securities Act (File 

No. 000–56310) (the ‘‘Quarterly Reports’’). The 

descriptions of the Trust, the Shares, and LTC 

contained herein are based, in part, on the Annual 

Report, Quarterly Reports and Registration 

Statement. On January 3, 2025, the Trust submitted 

to the Commission an amended Form D as a 

business trust. Shares of the Trust have been quoted 

on OTC Market’s OTCQX Marketplace under the 

symbol ‘‘LTCN’’ since August 18, 2020. On July 24, 

2020 and September 23, 2020, the Trust published 

annual reports for LTCN for the periods ended 

December 31, 2019 and December 31, 2020, 

respectively. On July 24, 2020, November 6, 2020, 

February 12, 2021, and May 7, 2021, the Trust 

published quarterly reports for LTCN for the 

periods ended March 31, 2020, September 30, 2020, 

December 31, 2020, and March 31, 2021, 

respectively. Reports can be found on OTC Market’s 

website (https://www.otcmarkets.com/stock/LTCN/ 

disclosure). The Shares will be of the same class 

and will have the same rights as shares of LTCN. 

According to the Sponsors, freely tradeable shares 

of LTCN will remain freely tradeable Shares on the 

date of the listing of the Shares that are unregistered 

under the Securities Act. Restricted shares of LTCN 

will remain subject to private placement restrictions 

on such date, and the holders of such restricted 

shares will continue to hold those Shares subject to 

those restrictions until they become freely tradable 

Shares. 

7As of January 15, 2025. 

8As of May 3, 2025, Grayscale Operating, LLC 

will cease to act as Sponsor of the Trust and 

Grayscale Investment Sponsors, LLC will be sole 

Sponsor of the Trust. 

9According to the Annual Report, Digital 

Currency Group owns a minority interest in 

Coinbase, Inc., which is the parent company of the 

Custodian, representing less than 1.0% of its equity. 

should be submitted on or before March 

5, 2025. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.8

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2025–02500 Filed 2–11–25; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–102367; File No. SR– 

NYSEARCA–2025–05] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing of Proposed 

Rule Change, as Modified by 

Amendment No. 1, To List and Trade 

Shares of the Grayscale Litecoin Trust 

Under NYSE Arca Rule 8.201–E 

(Commodity-Based Trust Shares) 

February 6, 2025. 

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

Securities Exchange Act of 1934 

(‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on January 

24, 2025, NYSE Arca, Inc. (‘‘NYSE 

Arca’’ or the ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(the ‘‘Commission’’) a proposed rule 

change to list and trade shares of the 

Grayscale Litecoin Trust under NYSE 

Arca Rule 8.201–E (Commodity-Based 

Trust Shares). On February 3, 2025, the 

Exchange filed Amendment No. 1 to the 

proposed rule change, which replaced 

and superseded the original filing in its 

entirety. The proposed rule change, as 

modified by Amendment No 1, is 

described in Items I, II, and III below, 

which Items have been prepared by the 

Exchange. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change, 

as modified by Amendment No. 1, from 

interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change, as Modified 

by Amendment No. 1 

The Exchange proposes to list and 

trade shares of the following under 

NYSE Arca Rule 8.201–E: Grayscale 

Litecoin Trust (LTC) (the ‘‘Trust’’). This 

Amendment No. 1 to SR–NYSEARCA– 

2025–05 replaces SR–NYSEARCA– 

2025–05 as originally filed and 

supersedes such filing in its entirety. 

The proposed rule change is available 

on the Exchange’s website at 

www.nyse.com, 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, as Modified by Amendment 

No. 1 

In its filing with the Commission, the 

self-regulatory organization 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 those 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 parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

Under NYSE Arca Rule 8.201–E, the 

Exchange may propose to list and/or 

trade pursuant to unlisted trading 

privileges ‘‘Commodity-Based Trust 

Shares.’’ 4 The Exchange proposes to list 

and trade shares (‘‘Shares’’) 5 of the 

Trust pursuant to NYSE Arca Rule 

8.201–E.6

The Trust is the world’s largest 

Litecoin (‘‘LTC’’) investment fund by 

assets under management as of the date 

of this filing. The Trust has 

approximately $215.4 million in assets 

under management 7 (representing 2.7% 

of all LTC in circulation), its Shares 

trade millions of dollars in daily volume 

and are held by more than a quarter of 

a million American investor accounts 

seeking exposure to LTC without the 

cost and complexity of purchasing the 

asset directly. However, because the 

Trust is not currently listed as an 

exchange-traded product (‘‘ETP’’), the 

value of the Shares has not been able to 

closely track the value of the Trust’s 

underlying LTC. The Sponsors (as 

defined below) thus believe that 

allowing Shares of the Trust to list and 

trade on the Exchange as an ETP (i.e., 

converting the Trust to a spot LTC ETP) 

would provide other investors with a 

safe and secure way to invest in LTC on 

a regulated national securities exchange. 

The sponsors of the Trust are 

Grayscale Operating, LLC and Grayscale 

Investments Sponsors, LLC (each, a 

‘‘Sponsor’’ and, collectively, the 

‘‘Sponsors’’),8 each a Delaware limited 

liability company. The Sponsors are 

indirect wholly owned subsidiaries of 

Digital Currency Group, Inc. (‘‘Digital 

Currency Group’’). The trustee for the 

Trust is Delaware Trust Company 

(‘‘Trustee’’). The custodian for the Trust 

is Coinbase Custody Trust Company, 

LLC (‘‘Custodian’’).9 The administrator 

and transfer agent of the Trust is 

expected to be BNY Mellon Asset 

Servicing, a division of The Bank of 

New York Mellon (the ‘‘Transfer 

Agent’’). The distribution and marketing 

agent for the Trust is expected to be 

Foreside Fund Services, LLC (the 


lotter on DSK11XQN23PROD with NOTICES1