46744 Federal Register / Vol. 86, No. 158 / Thursday, August 19, 2021 / Notices 

30 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3Securities Exchange Act Release No. 92345 (July 

7, 2021), 86 FR 36807 (July 13, 2021). 

4See Listing Rules 5910(a)(11) and 5920(a)(11). 

Electronic Comments 

• Use the Commission’s internet 

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

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

MIAX–2021–37 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–MIAX–2021–37. 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 (http://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 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–MIAX–2021–37 and should 

be submitted on or before September 9, 

2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.30

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–17762 Filed 8–18–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92663; File No. SR– 

NASDAQ–2021–061] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Amend 

Listing Rule 5910 To Modify the 

Application Fee for Companies Listing 

Under IM–5101–2 

August 13, 2021. 

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 August 3, 

2021, 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, 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 from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend 

Listing Rule 5910 to modify the 

application fee for companies listing 

under IM–5101–2 (companies whose 

business plan is to complete one or 

more acquisitions) on the Nasdaq Global 

Market. 

The text of the proposed rule change 

is available on the Exchange’s website at 

https://listingcenter.nasdaq.com/ 

rulebook/nasdaq/rules, 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 

Nasdaq proposes to revise the 

application fee payable by Acquisition 

Companies listing on the Nasdaq Global 

Market to make it the same as the 

application fee payable by Acquisition 

Companies listing on the Nasdaq Capital 

Market, as described in more details 

below. 

Historically, companies whose 

business plan is to complete an initial 

public offering and engage in a merger 

or acquisition with one or more 

unidentified companies within a 

specific period of time, as described in 

IM–5101–2, (‘‘Acquisition Companies’’) 

would choose to list on the Nasdaq 

Capital Market instead of the Nasdaq 

Global Market, primarily because it had 

lower fees. Recently Nasdaq modified 

the Entry and All-Inclusive Annual 

Listing Fees for Acquisition Companies 

listing on the Nasdaq Global Market.3

As a result, the Entry and All-Inclusive 

Annual Listing Fees for Global Market 

Acquisition Companies are currently 

identical to the fees charged to Capital 

Market Acquisition Companies. 

A company applying to list on Nasdaq 

is required to submit a non-refundable 

initial application fee with its 

application, which is subsequently 

credited towards the Entry Fee payable 

upon listing. A company listing on the 

Global Market is required to submit a 

non-refundable $25,000 initial 

application fee, whereas the application 

fee on the Capital Market is $5,000.4

Nasdaq proposes to revise the 

application fee for Acquisition 

Companies listing on the Nasdaq Global 

Market to make it the same as the 

application fee Acquisition companies 

pay on the Capital Market. 

Nasdaq has limited resources and 

charges companies applying to list on 

Nasdaq an application fee to offset the 

cost of conducting its regulatory review 

in connection with the initial listing of 

the company. As explained above, the 

application fee is subsequently credited 

towards the Entry Fee payable upon 

listing. In Nasdaq’s experience, 

conducting an initial listing review for 

an Acquisition Company is less costly 

than conducting an initial listing review 

for other types of companies for a 

number of reasons. Specifically, review 

of an Acquisition Company’s IPO 

application is generally much simpler 


lotter on DSK11XQN23PROD with NOTICES1
Federal Register / Vol. 86, No. 158 / Thursday, August 19, 2021 / Notices 46745 

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

6 15 U.S.C. 78f(b)(4) and (5). 

7 In that regard, Nasdaq notes that while the New 

York Stock Exchange charges most companies an 

Initial Application Fee of $25,000 in connection 

with applying to list an equity security, Acquisition 

Companies are not subject to the Initial Application 

Fee. See Sections 902.03 and 902.11 of the NYSE 

Listed Company Manual. 

8Securities Exchange Act Release No. 92345 (July 

7, 2021), 86 FR 36807 (July 13, 2021). 

9 15 U.S.C. 78f(b)(4). 

10See Sections 902.03 and 902.11 of the NYSE 

Listed Company Manual. 

11 15 U.S.C. 78s(b)(3)(A)(ii). 

and quicker than an application of an 

operating company because an 

Acquisition Company has no underlying 

operating business. For the same reason, 

an Acquisition Company’s SEC filings 

and IPO documentation are much less 

detailed and its financial statements are 

simple and do not have historical 

financials. An Acquisition Company’s 

registration statement does not have an 

operating business to describe and has 

no risk factors related to an operating 

business. Further, Acquisition 

Companies always qualify as Emerging 

Growth Companies under Section 

2(a)(19) of the Securities Act, which 

results in scaled requirements for 

narrative disclosure and financial 

reporting. 

Accordingly, Nasdaq believes it is 

appropriate to charge Acquisition 

Companies listing on the Global Market 

a smaller application fee than the fee 

applicable to operating companies. 

Nasdaq notes that, as described above, 

the application fee is a part of the Entry 

Fee, and therefore, the overall Entry Fee 

payable by an Acquisition Company 

listing on Nasdaq remains unchanged 

under this proposal. Accordingly, this 

proposal has no financial impact on the 

level of listing fees collected from 

issuers that list on Nasdaq and thus has 

no impact the Exchange’s resource 

commitment to its regulatory oversight 

of the listing process or its regulatory 

programs. 

2. Statutory Basis 

The Exchange believes that its 

proposal is consistent with Section 6(b) 

of the Act,5 in general, and furthers the 

objectives of Sections 6(b)(4) and 6(b)(5) 

of the Act,6 in particular, in that it 

provides for the equitable allocation of 

reasonable dues, fees and other charges 

among members and issuers and other 

persons using any facility, and is not 

designed to permit unfair 

discrimination between customers, 

issuers, brokers, or dealers. 

As a preliminary matter, Nasdaq 

competes for listings with other national 

securities exchanges and companies can 

easily choose to list on, or transfer to, 

those alternative venues. As a result, the 

fees Nasdaq can charge listed companies 

are constrained by the fees charged by 

its competitors and Nasdaq cannot 

charge prices in a manner that would be 

unreasonable, inequitable, or unfairly 

discriminatory.7

The proposal is being implemented to 

avoid charging a higher application fee 

to an Acquisition Company that is 

listing on the Nasdaq Global Market 

over what such company is required to 

pay when applying to list on the Capital 

Market. As a result of a recent rule 

change, the Entry and All-Inclusive 

Annual Listing Fees for Global Market 

Acquisition Companies are currently 

identical to the fees charged Capital 

Market Acquisition Companies.8 This 

proposal would fully equalize listing 

fees and the timing of paying such fees 

for Acquisition Companies listing on the 

Capital and Global Markets. Nasdaq 

believes it is equitable under Section 

6(b)(4) of the Act 9 to charge Global 

Market Acquisition Companies the same 

application fee as Capital Market 

Acquisition Companies given that they 

are treated the same, and their 

applications are no more complicated, 

regardless of whether they are applying 

to list on the Global or Capital Market. 

Moreover, the Exchange believes that 

it is not unfairly discriminatory to 

charge Acquisition Companies 

application fee different from the fee 

applicable to operating companies 

listing on the Global Market, because 

Acquisition Companies differ in some 

important respects from traditional 

operating companies and such 

differences make it less costly for 

Nasdaq to conduct an initial listing 

review. Specifically, an Acquisition 

Company’s IPO process is generally 

much simpler and quicker than a 

regular IPO because an Acquisition 

Company has no underlying operating 

business. For the same reason, an 

Acquisition Company’s SEC filings and 

IPO documentation, including its 

financial statements, are simple and do 

not have historical discussions or 

financials. An Acquisition Company’s 

registration statement does not have an 

operating business to describe and has 

no risk factors related to an operating 

business. Further, Acquisition 

Companies always qualify as Emerging 

Growth Companies under Section 

2(a)(19) of the Securities Act which 

results in scaled requirements for 

narrative disclosure and financial 

reporting. Therefore, Nasdaq believes 

that it is appropriate, and not unfairly 

discriminatory, to charge lower 

application fee to Global Market 

Acquisition Companies than application 

fee that are charged to operating 

companies listed on the Nasdaq Global 

Market. 

For the foregoing reasons, the 

Exchange believes that the proposal is 

consistent with 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 not 

necessary or appropriate in furtherance 

of the purposes of the Act. 

The proposed modified application 

fee will be applicable to all similarly 

situated issuers on the same basis and 

will eliminate an existing distinction 

between Acquisition Companies listing 

on the Capital and Global Markets. The 

Exchange does not believe that the 

proposed fees will have any meaningful 

effect on the competition among issuers 

listed on the Exchange. 

The Exchange operates in a highly 

competitive market in which issuers can 

readily choose to list new securities on 

other exchanges and transfer listings to 

other exchanges if they deem fee levels 

at those other venues to be more 

favorable. Because competitors are free 

to modify their own fees in response, 

and because issuers may change their 

listing venue, the Exchange does not 

believe its proposed fee change can 

impose any burden on intermarket 

competition. In that regard, Nasdaq 

notes that while the New York Stock 

Exchange charges most companies an 

Initial Application Fee of $25,000 in 

connection with applying to list an 

equity security, Acquisition Companies 

are not subject to the Initial Application 

Fee.10

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 

The foregoing rule change has become 

effective pursuant to Section 

19(b)(3)(A)(ii) of the Act.11

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: (i) Necessary or appropriate in 

the public interest; (ii) for the protection 

of investors; or (iii) otherwise in 


lotter on DSK11XQN23PROD with NOTICES1
46746 Federal Register / Vol. 86, No. 158 / Thursday, August 19, 2021 / Notices 

12 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. 

4The term ‘‘Marketable’’ is defined in Rule 

900.2NY(39) to mean, for a Limit Order, the price 

matches or crosses the NBBO on the other side of 

the market and that market orders are always 

considered marketable. 

furtherance of the purposes of the Act. 

If the Commission takes such action, the 

Commission shall institute proceedings 

to determine whether the proposed rule 

should be approved or 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 (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NASDAQ–2021–061 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–2021–061. 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 (http://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 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–NASDAQ–2021–061 and 

should be submitted on or before 

September 9, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–17761 Filed 8–18–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92668; File No. SR– 

NYSEAMER–2021–36] 

Self-Regulatory Organizations; NYSE 

American LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend Rule 952NY To 

Provide an Option for ATP Holders To 

Instruct the Exchange To Cancel 

Marketable Orders if a Series Is Not 

Opened Within a Specified Time Period 

August 13, 2021. 

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

Securities Exchange Act of 1934 (the 

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

notice is hereby given that on August 

10, 2021, NYSE American LLC (‘‘NYSE 

American’’ or the ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been prepared by the self-regulatory 

organization. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend 

Rule 952NY (Opening Process) to 

provide an option for ATP Holders to 

instruct the Exchange to cancel 

Marketable orders if a series is not 

opened within a specified time period. 

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 

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 

The Exchange proposes to amend 

Rule 952NY (Opening Process) to 

provide an option for ATP Holders to 

instruct the Exchange to cancel 

Marketable 4 orders if a series is not 

opened within a specified time period. 

Rule 952NY sets forth the Exchange’s 

process for opening and reopening a 

series for trading. Rule 952NY(b) 

provides that the Exchange will accept 

market and limit orders for inclusion in 

the opening auction process (‘‘Auction 

Process’’) until such time as the Auction 

Process is initiated in that option series. 

As further provided for in Rule 

952NY(b), once the primary market for 

the underlying security disseminates a 

quote and a trade that is at or within the 

quote, the Exchange will open the 

related option series automatically 

based on the principles and procedures 

set forth in paragraphs (A)–(F) of Rule 

952NY(b). However, as described in 

Rule 952NY(b)(D), the Exchange will 

not conduct an Auction Process if the 

bid-ask differential for that series is not 

within an acceptable range, i.e., is not 

within the bid-ask differential 

guidelines established in Rule 

925NY(b)(4). Because Rule 952NY(b)(D) 

cross-references the bid-ask differential 

requirement of Rule 925NY(b)(4), which 

relates to the obligations of Market 

Makers in appointed classes, the 

Exchange will not open a series for 

trading if Market Makers have not 

entered quotations in a series that are 

within such bid-ask differentials. If a 

series does not open for trading, market 

and limit orders entered in advance of 

the Auction Process will remain in the 

Consolidated Book and will not be 

routed, even if another exchange opens 

that series for trading and such orders 

become Marketable against an away 

market NBBO. 

The Exchange proposes to amend 

Rule 952NY to provide ATP Holders 


lotter on DSK11XQN23PROD with NOTICES1