50748 Federal Register / Vol. 86, No. 173 / Friday, September 10, 2021 / Notices 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

Additional Information: Due to 

COVID–19, there will be no physical 

public attendance. The public is invited 

to attend the Commission’s meeting live 

by webcast at the Web address—https:// 

video.nrc.gov/. 

Week of October 4, 2021—Tentative 

Tuesday, October 5, 2021 

10:00 a.m. Meeting with the Advisory 

Committee on the Medical Uses of 

Isotopes (Public Meeting); (Contact: 

Kellee Jamerson: 301–415–7408). 

Additional Information: Due to 

COVID–19, there will be no physical 

public attendance. The public is invited 

to attend the Commission’s meeting live 

by webcast at the Web address—https:// 

video.nrc.gov/. 

Friday, October 8, 2021 

10:00 a.m. Meeting with the Advisory 

Committee on Reactor Safeguards 

(Public Meeting); (Contact: Larry 

Burkhart: 301–287–3775). 

Additional Information: Due to 

COVID–19, there will be no physical 

public attendance. The public is invited 

to attend the Commission’s meeting live 

by webcast at the Web address—https:// 

video.nrc.gov/. 

Week of October 11, 2021—Tentative 

There are no meetings scheduled for 

the week of October 11, 2021. 

Week of October 18, 2021—Tentative 

There are no meetings scheduled for 

the week of October 18, 2021. 

CONTACT PERSON FOR MORE INFORMATION: 

For more information or to verify the 

status of meetings, contact Wesley Held 

at 301–287–3591 or via email at 

Wesley.Held@nrc.gov. The schedule for 

Commission meetings is subject to 

change on short notice. 

The NRC Commission Meeting 

Schedule can be found on the internet 

at: https://www.nrc.gov/public-involve/ 

public-meetings/schedule.html. 

The NRC provides reasonable 

accommodation to individuals with 

disabilities where appropriate. If you 

need a reasonable accommodation to 

participate in these public meetings or 

need this meeting notice or the 

transcript or other information from the 

public meetings in another format (e.g., 

braille, large print), please notify Anne 

Silk, NRC Disability Program Specialist, 

at 301–287–0745, by videophone at 

240–428–3217, or by email at 

Anne.Silk@nrc.gov. Determinations on 

requests for reasonable accommodation 

will be made on a case-by-case basis. 

Members of the public may request to 

receive this information electronically. 

If you would like to be added to the 

distribution, please contact the Nuclear 

Regulatory Commission, Office of the 

Secretary, Washington, DC 20555, at 

301–415–1969, or by email at 

Wendy.Moore@nrc.gov or 

Betty.Thweatt@nrc.gov. 

The NRC is holding the meetings 

under the authority of the Government 

in the Sunshine Act, 5 U.S.C. 552b. 

Dated: September 8, 2021. 

For the Nuclear Regulatory Commission. 

Wesley W. Held, 

Policy Coordinator, Office of the Secretary. 

[FR Doc. 2021–19719 Filed 9–8–21; 4:15 pm] 

BILLING CODE 7590–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92876; File No. SR–NYSE– 

2021–45] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing of Proposed Rule Change 

Proposing To Adopt Listing Standards 

for Subscription Warrants Issued by a 

Company Organized Solely for the 

Purpose of Identifying an Acquisition 

Target 

September 3, 2021. 

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 August 

24, 2021, New York Stock Exchange 

LLC (‘‘NYSE’’ or ‘‘Exchange’’) filed with 

the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the selfregulatory 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 the 

NYSE Listed Company Manual 

(‘‘Manual’’) to adopt a new listing 

standard for the listing of Subscription 

Warrants. 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 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to adopt a 

new subsection of Section 102 of the 

Manual (to be designated Section 

102.09) to permit the listing of 

Subscription Warrants. For purposes of 

proposed Section 102.09 a Subscription 

Warrant is a warrant issued by a 

company organized solely for the 

purpose of identifying an acquisition 

target and exercisable into the common 

stock of such company upon entry into 

a binding agreement with respect to 

such acquisition. 

Initial Listing Standards for 

Subscription Warrants 

The Exchange will list Subscription 

Warrants subject to the following 

requirements: 

(i) The issuer of the Subscription 

Warrants must be a company formed 

solely for the purpose of issuing the 

Subscription Warrants and 

consummating the acquisition of one or 

more operating businesses or assets with 

a value (calculated at the time of entry 

into the acquisition agreement) equal to 

at least 80% of the aggregate exercise 

price of the Subscription Warrants (an 

‘‘Acquisition’’). 

(ii) For a transaction to qualify as an 

Acquisition, the resultant entity must 

qualify for initial listing on the 

Exchange and the acquisition agreement 

must provide that the transaction will 

be consummated only if the resultant 

entity will be listed on the Exchange or 

another national securities exchange. 

(iii) At the time of initial listing, the 

Subscription Warrants must: (A) Have 

an aggregate exercise price of at least 

$250 million; (B) have at least 1,100,000 

publicly held Subscription Warrants 

outstanding, with an aggregate exercise 

price of at least $200 million; (C) have 

at least 400 holders of round lots; (D) 


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Federal Register / Vol. 86, No. 173 / Friday, September 10, 2021 / Notices 50749 

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

have an exercise price per share of 

common stock of at least $10.00; and (D) 

expire in no more than 10 years. For 

purposes of proposed Section 102.09, 

public holders of Subscription Warrants 

do not include those held by directors, 

officers, or their immediate families and 

other concentrated holdings of 10 

percent. 

(iv) The Subscription Warrants may 

not be fully exercisable for common 

stock of a company until after such 

company enters into a binding 

agreement with respect to the 

Acquisition and may not limit the 

ability of holders to exercise such 

warrants in full prior to the closing of 

such Acquisition. 

(v) The proceeds of the exercise of the 

Subscription Warrants will be held in 

an interest-bearing custody account 

controlled by an independent custodian, 

pending the closing of such Acquisition. 

(vi) The shares of common stock 

issued upon exercise of the Subscription 

Warrants will promptly be redeemed by 

the issuer of such Subscription Warrants 

for cash (A) upon termination of the 

acquisition agreement; or (B) if the 

Acquisition does not close within 

twelve months from the date of exercise 

of the Subscription Warrants, or such 

earlier time as is specified in the 

operative agreements. If the shares 

issuable upon exercise of the 

Subscription Warrants are redeemed, 

the holders will receive cash payments 

equal to their proportional share of the 

funds in the custody account, including 

any interest earned on those funds. 

(vii) The sale of the Subscription 

Warrants and the issuance of the 

common stock of the issuer in exchange 

for the Subscription Warrants must both 

be registered under the Securities Act. 

(viii) The issuer of the Subscription 

Warrants will be subject to the same 

corporate governance requirements 

under Section 303A hereof as an issuer 

of listed common stock. 

(ix) the Acquisition must be approved 

by a majority of the independent 

directors of the issuer of the 

Subscription Warrants. 

Continued Listing Standards for 

Subscription Warrants 

The Exchange will immediately 

initiate suspension and delisting 

procedures of an issuer’s Subscription 

Warrants if: 

• The number of publicly-held 

Subscription Warrants is fewer than 

100,000; 

• the number of public holders of 

such Subscription Warrants is fewer 

than 100; or 

• the total market capitalization of 

such Subscription Warrants is below 

$15 million over 30 consecutive trading 

days. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b)(5) of the Act,4 in that it is 

designed to promote just and equitable 

principles of trade, to foster cooperation 

and coordination with persons engaged 

in regulating, clearing, settling, 

processing information with respect to, 

and facilitating transactions in 

securities, to remove impediments to 

and perfect the mechanism of a free and 

open market and a national market 

system, and, in general, to protect 

investors and the public interest, and is 

not designed to permit unfair 

discrimination between customers, 

issuers, brokers, or dealers. 

Furthermore, the Exchange believes 

that the proposed listing standard is 

consistent with Section 6(b)(5) of the 

Act in that it contains requirements in 

relation to the listing of Subscription 

Warrants that provide adequate 

protections for investors and the public 

interest. In particular: 

• The Subscription Warrants may not 

be fully exercisable for common stock of 

a company until after such company 

enters into a binding agreement with 

respect to the Acquisition and may not 

limit the ability of holders to exercise 

such warrants in full prior to the closing 

of such Acquisition. 

• The proceeds of the exercise of the 

Subscription Warrants will be held in 

an interest-bearing custody account 

controlled by an independent custodian, 

pending the closing of such Acquisition. 

• The shares of common stock issued 

upon exercise of the Subscription 

Warrants will promptly be redeemed by 

the issuer of such Subscription Warrants 

for cash (A) upon termination of the 

acquisition agreement; or (B) if the 

Acquisition does not close within 

twelve months from the date of exercise 

of the Subscription Warrants, or such 

earlier time as is specified in the 

operative agreements. If the shares 

issuable upon exercise of the 

Subscription Warrants are redeemed, 

the holders will receive cash payments 

equal to their proportional share of the 

funds in the custody account, including 

any interest earned on those funds. 

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 an additional type of security and 

that will enhance competition among 

market participants, to the benefit of 

investors and the marketplace. 

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 rule would be available in a 

non-discriminatory way to any company 

satisfying its requirements, as well as all 

other applicable NYSE listing 

requirements. In addition, the Exchange 

faces competition for listings but the 

proposed rule change does not impose 

any burden on the competition with 

other exchanges; any competing 

exchange could similarly adopt rules to 

allow the listing of Subscription 

Warrants. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

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 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 self-regulatory 

organization consents, the Commission 

will: 

(A) By order approve or disapprove 

the 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 (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NYSE–2021–45 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 


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50750 Federal Register / Vol. 86, No. 173 / Friday, September 10, 2021 / Notices 

5 17 CFR 200.30–3(a)(12). 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NYSE–2021–45. 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–NYSE–2021–45, and 

should be submitted on or before 

October 1, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.5

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–19509 Filed 9–9–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meetings 

TIME AND DATE: 2:00 p.m. on Wednesday, 

September 15, 2021. 

PLACE: The meeting will be held via 

remote means and/or at the 

Commission’s headquarters, 100 F 

Street NE, Washington, DC 20549. 

STATUS: This meeting will be closed to 

the public. 

MATTERS TO BE CONSIDERED: 

Commissioners, Counsel to the 

Commissioners, the Secretary to the 

Commission, and recording secretaries 

will attend the closed meeting. Certain 

staff members who have an interest in 

the matters also may be present. 

In the event that the time, date, or 

location of this meeting changes, an 

announcement of the change, along with 

the new time, date, and/or place of the 

meeting will be posted on the 

Commission’s website at https://

www.sec.gov. 

The General Counsel of the 

Commission, or his designee, has 

certified that, in his opinion, one or 

more of the exemptions set forth in 5 

U.S.C. 552b(c)(3), (5), (6), (7), (8), 9(B) 

and (10) and 17 CFR 200.402(a)(3), 

(a)(5), (a)(6), (a)(7), (a)(8), (a)(9)(ii) and 

(a)(10), permit consideration of the 

scheduled matters at the closed meeting. 

The subject matter of the closed 

meeting will consist of the following 

topics: 

Institution and settlement of injunctive 

actions; 

Institution and settlement of 

administrative proceedings; 

Resolution of litigation claims; and 

Other matters relating to examinations 

and enforcement proceedings. 

At times, changes in Commission 

priorities require alterations in the 

scheduling of meeting agenda items that 

may consist of adjudicatory, 

examination, litigation, or regulatory 

matters. 

CONTACT PERSON FOR MORE INFORMATION: 

For further information; please contact 

Vanessa A. Countryman from the Office 

of the Secretary at (202) 551–5400. 

Dated: September 8, 2021. 

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2021–19667 Filed 9–8–21; 11:15 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–451, OMB Control No. 

3235–0509] 

Submission for OMB Review; 

Comment Request 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736 

Extension: 

Rule 301 of Regulation ATS 

Notice is hereby given that pursuant 

to the Paperwork Reduction Act of 1995 

(‘‘PRA’’) (44 U.S.C. 3501 et seq.), the 

Securities and Exchange Commission 

(‘‘Commission’’) has submitted to the 

Office of Management and Budget 

(‘‘OMB’’) a request for approval of 

extension of the previously approved 

collection of information provided for in 

Rule 301 of Regulation ATS (17 CFR 

242.301) under the Securities Exchange 

Act of 1934 (15 U.S.C. 78a et seq.) 

(‘‘Exchange Act’’). 

Regulation ATS provides a regulatory 

structure for alternative trading systems. 

Rule 301 of Regulation ATS contains 

certain record keeping and reporting 

requirements, as well as additional 

obligations that apply only to alternative 

trading systems with significant volume. 

The Rule requires all alternative trading 

systems that wish to comply with 

Regulation ATS to file an initial 

operation report on Form ATS. 

Alternative trading systems are also 

required to supply updates on Form 

ATS to the Commission describing 

material changes to the system, file 

quarterly transaction reports on Form 

ATS–R, and file cessation of operations 

reports on Form ATS. An alternative 

trading system with significant volume 

is required to comply with requirements 

for fair access and systems capacity, 

integrity, and security. Rule 301 also 

imposes certain requirements pertaining 

to written safeguards and procedures to 

protect subscribers’ confidential trading 

information. 

The Commission staff estimates that 

entities subject to the requirements of 

Rule 301 will spend a total of 

approximately 2,687 hours a year to 

comply with the Rule. 

Regulation ATS requires ATSs to 

preserve any records, for at least three 

years, made in the process of complying 

with the systems capacity, integrity and 

security requirements. 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

under the PRA unless it displays a 

currently valid OMB control number. 

The public may view background 

documentation for this information 

collection at the following website: 

www.reginfo.gov. Find this particular 

information collection by selecting 

‘‘Currently under 30-day Review—Open 

for Public Comments’’ or by using the 

search function. Written comments and 

recommendations for the proposed 

information collection should be sent 

within 30 days of publication of this 

notice to (i) www.reginfo.gov/public/do/ 

PRAMain and (ii) David Bottom, 

Director/Chief Information Officer, 

Securities and Exchange Commission, 

c/o Cynthia Roscoe, 100 F Street NE, 


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