50408 Federal Register / Vol. 86, No. 171 / Wednesday, September 8, 2021 / Notices 

53For purposed only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule’s impact on efficiency, competition, 

and capital formation. See 15 U.S.C. 78c(f). 

54 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. 

4See Securities Exchange Act Release No. 57785 

(May 6, 2008), 73 FR 27597 (May 13, 2008) (SR– 

NYSE–2008–17). 

consistent with the protection of 

investors and the public interest for 

LTSE to delete its OATS reporting rules 

at the same time that FINRA retires 

OATS. Accordingly, the Commission 

hereby waives the 30-day operative 

delay and designates the proposal 

operative on September 1, 2021.53

At any time within 60 days of the 

filing of this 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. 

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– 

LTSE–2021–05 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–LTSE–2021–05. 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 LTSE and on its internet 

website at https://

longtermstockexchange.com/. 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–LTSE–2021–05, and 

should be submitted on or before 

September 29, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.54

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–19296 Filed 9–7–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92839; File No. SR–NYSE– 

2021–42] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing of Proposed Rule Change To 

Amend the Requirements of Section 

102.06 of the NYSE Listed Company 

Manual To Allow an Acquisition 

Company To Contribute a Portion of Its 

Trust Account to a New Acquisition 

Company and Spin-Off the New 

Acquisition Company to Its 

Shareholders 

September 1, 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 

23, 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 

requirements of Section 102.06 of the 

NYSE Listed Company Manual 

(‘‘Manual’’) for the listing of acquisition 

companies and the provisions of Section 

802.01B with respect to the qualification 

of an acquisition company after its 

business combination. 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 modify 

Section 102.06 of the Manual to allow 

an acquisition company listed under 

that rule to contribute a portion of the 

amount held in its trust account to a 

trust account of a new AC and spin off 

the new AC to its shareholders in 

certain situations where the new AC 

will be subject to all of the same 

requirements as the original AC. 

In 2008, the Exchange adopted a rule 

to allow companies that have no 

specific business plan or that have 

indicated their business plan is to 

consummate the acquisition of one or 

more operating businesses or assets (a 

‘‘Business Combination’’) to list if they 

meet all applicable initial listing 

requirements, as well as additional 

conditions designed to provide investor 

protections to address specific concerns 

about the structure of such companies 

(‘‘Acquisition Companies’’ or ‘‘ACs’’).4


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Federal Register / Vol. 86, No. 171 / Wednesday, September 8, 2021 / Notices 50409 

5 This redemption could occur, for example, 

through a partial cash tender offer for shares of the 

original AC pursuant to Rule 13e–4 and Regulation 

14E of the Securities Exchange Act of 1934, and the 

redemption may be of a separate class of shares 

distributed to unitholders of the original AC for the 

purpose of facilitating the redemption. 

These additional conditions generally 

require, among other things, that at least 

90% of the gross proceeds from the 

initial public offering must be deposited 

in a ‘‘trust account,’’ as that term is 

defined in the rule, and that the AC 

complete within three years (or such 

shorter period specified by the AC’s 

constitutive documents or by contract) 

one or more Business Combinations 

having an aggregate fair market value of 

at least 80% of the value of the trust 

account at the time of the agreement to 

enter into the initial combination. 

When an AC conducts its initial 

public offering, it raises the amount of 

capital that it estimates will be 

necessary to finance a subsequent 

business combination with its ultimate 

target. However, because an AC cannot 

identify or select a specific Business 

Combination target at the time of its 

IPO, it often turns out that the amount 

raised is not optimal for the needs of a 

specific target. This has resulted in the 

inefficient, current practice of AC 

sponsors creating multiple ACs of 

different sizes at the same time, with the 

intention to use the AC that is closest in 

size to the amount a particular target 

needs. This practice creates the 

potential for conflicts between the 

multiple ACs (each of which has 

different shareholders) and still fails to 

optimize the amount of capital that 

would benefit the AC’s public 

shareholders and a Business 

Combination target. Moreover, this 

creates the need for repetitive action 

throughout the ecosystem, including the 

filing and SEC review of multiple 

registration statements and periodic 

reports, formation of multiple boards of 

directors, multiple audits and multiple 

company listings. This practice also can 

lead to confusion amongst investors. 

Accordingly, the Exchange proposes 

to modify Section 102.06 to permit a 

more efficient structure whereby an AC 

can raise in its initial public offering the 

maximum amount of capital it 

anticipates it may need for a Business 

Combination transaction and then 

‘‘rightsize’’ itself by contributing any 

amounts not needed to a new AC (the 

‘‘SpinCo AC’’), and spinning off this 

SpinCo AC to its shareholders. The 

SpinCo AC will be subject to all the 

existing provisions of Section 102.06 in 

the same manner, and subject to the 

same timeframes, as the original AC. 

It is expected that, if approved, the 

new structure will be implemented in 

the following manner. If the listed AC 

determines that it will not need all of 

the cash in its trust account for its initial 

business combination, it will designate 

the excess cash for a new trust account 

held by a SpinCo AC, which will be 

spun off to the original AC’s 

shareholders as described below. Until 

the spin-off described below, the 

amount designated for the SpinCo trust 

account must continue to be held for the 

benefit of the shareholders of the 

original AC. Following the spin-off, the 

SpinCo trust account will be subject to 

the same requirements as the trust 

account of the original AC. 

The SpinCo AC will file a registration 

statement under the Securities Act of 

1933 for purposes of effecting the spinoff of the SpinCo AC. Prior to the 

effectiveness of the registration 

statement, the original AC will provide 

its public shareholders through one or 

more corporate transactions with the 

opportunity to redeem a pro rata 

amount of their holdings equal to the 

amount of the SpinCo trust account 

divided by the per share amount in the 

original AC’s trust account (the 

‘‘redemption price’’).5

After completing the tender offer and 

effectiveness of the SpinCo AC’s 

registration statement, the original AC 

will contribute the SpinCo trust account 

to a trust account held by the SpinCo 

AC in exchange for shares or units of the 

SpinCo AC, which the original AC will 

then distribute to its public 

shareholders on a pro rata basis through 

one or more corporate transactions 

pursuant to the SpinCo AC’s effective 

registration statement. 

The original AC will then continue to 

operate as an AC until it completes its 

business combination and will offer 

redemption rights to its public 

shareholders in connection with that 

business combination in the same 

manner as a traditional AC. The SpinCo 

AC will operate in the same manner as 

a traditional AC, except that it could 

effect a spin-off prior to its business 

combination like the original AC. If it 

does not elect to effect a spin-off, the 

SpinCo AC will either (1) proceed to 

complete an initial business 

combination and offer redemption rights 

in connection therewith like a 

traditional AC or (2) liquidate. 

The Exchange proposes adopting a 

new subsection of Section 102.06 which 

will specifically permit this type of 

transaction by allowing the Original AC 

to contribute (the ‘‘Contribution’’) a 

portion of the amount held in the trust 

account to the trust account of a SpinCo 

AC in a spin-off or similar corporate 

transaction where all of the conditions 

described below are satisfied: 

(i) In connection with the 

Contribution, each AC public 

shareholder has the right, through one 

or more corporate transactions, to 

redeem a portion of its shares of 

common stock or units, as applicable, 

for its pro rata portion of the amount of 

the Contribution in lieu of being entitled 

to receive shares or units in the SpinCo 

AC; 

(ii) the requirement of Section 102.06 

that the AC provide each public 

shareholder voting against a Business 

Combination with the right to convert 

its shares of common stock into a pro 

rata share of the aggregate amount then 

on deposit in the trust account (net of 

taxes payable, and amounts disbursed to 

management for working capital 

purposes), provided that the Business 

Combination is approved and 

consummated, will be considered 

satisfied by pro rata distribution to such 

shareholders of the amounts in the trust 

account after having been reduced by 

the Contribution; 

(iii) the public shareholders of the AC 

receive shares or units of the SpinCo AC 

on a pro rata basis, except to the extent 

they have elected to redeem a portion of 

their shares of the AC in lieu of being 

entitled to receive shares or units in the 

SpinCo AC; 

(iv) the Contribution will remain in a 

trust account for the benefit of the 

shareholders of the SpinCo AC in the 

manner required for ACs listed under 

Section 102.06; 

(v) the SpinCo AC meets all 

applicable initial listing requirements 

for an AC listing in connection with an 

initial public offering under Section 

102.06; it being understood that, 

following such spin-off or similar 

corporate transaction: 

(A) The 80% described in the first 

paragraph of Section 102.06 shall, in the 

case of the AC, be calculated based on 

the aggregate amount remaining in the 

trust account of the AC at the time of the 

agreement to enter into the Business 

Combination as reduced by the 

Contribution, and, in the case of the 

SpinCo AC, be calculated based on the 

aggregate amount in its trust account at 

the time of its agreement to enter into 

a Business Combination, and 

(B) the right to convert and 

opportunity to redeem shares of 

common stock on a pro rata basis 

required for ACs listed under this 

Section 102.06 shall, in the case of the 

AC, be deemed to apply to the aggregate 

amount remaining in the trust account 

of the AC after the Contribution to the 

SpinCo AC, and, in the case of the 


jbell on DSKJLSW7X2PROD with NOTICES
50410 Federal Register / Vol. 86, No. 171 / Wednesday, September 8, 2021 / Notices 

6 15 U.S.C. 78f(b). 

7 15 U.S.C. 78f(b)(5). 

8See Securities Exchange Act Release No. 57785, 

supra note 3. 

SpinCo AC, be deemed to apply to the 

aggregate amount in its trust account; 

(vi) in the case of the SpinCo AC, and 

any additional entities spun off from the 

SpinCo AC, each of which will also be 

considered a SpinCo AC, the 36-month 

period within which a listed AC must 

consummate its Business Combination 

under Section 102.06 (or such shorter 

period that the AC specifies in its 

registration statement) will be 

calculated based on the date of 

effectiveness of the AC’s IPO 

registration statement; and 

(vii) in the aggregate, through one or 

more opportunities by the AC and one 

or more SpinCo ACs, public 

shareholders will have the ability to 

convert or redeem shares, or receive 

amounts upon liquidation, for the full 

amount of the trust account established 

by the AC as described in the first 

paragraph of this Section 102.06 

(excluding any deferred underwriters 

fees and taxes payable on the income 

earned on the trust account). 

For the avoidance of doubt, the 

conditions above will similarly apply to 

successive spinoffs or similar corporate 

transactions. 

Under Section 102.06, a majority of 

the AC’s independent directors must 

approve its Business Combination and a 

majority of the independent directors of 

the SpinCo AC must approve the 

SpinCo AC’s Business Combination. 

The structure allows public 

shareholders an additional, early 

redemption opportunity with respect to 

a portion of their holdings, before the 

time they would be able to do so in a 

traditional AC, and public shareholders 

would maintain the ability to redeem 

the portion of their investment 

attributable to each specific acquisition 

after reviewing all disclosure with 

respect to that acquisition. All other 

protections provided under Section 

102.06 would continue to apply, with 

adjustments only to reflect the potential 

for a spin-off of a new AC that is subject 

to all of the requirements of Section 

102.06. Moreover, the proposed 

structure would also provide 

shareholders the opportunity to invest 

with a sponsor without spreading that 

investment across the sponsor’s 

multiple ACs. 

Finally, the Exchange proposes to 

amend the subsection of Section 

802.01B of the Manual setting forth the 

continued listing criteria applicable to 

ACs to specify that those criteria are 

also applicable in their entirety to 

SpinCo ACs. In addition, the Exchange 

proposes to add a new subsection to 

Section 102.06 stating that the 

applicable continued listing criteria for 

both ACs and SpinCo ACs are set forth 

in Section 802.01B. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act,6 in general, and 

furthers the objectives of Section 6(b)(5) 

of the Act,7 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, by establishing the 

means through which an AC can 

complete more than one business 

combination resulting in separate 

operating companies. 

The Commission has previously 

concluded that listing an acquisition 

company that satisfies the requirements 

of Section 102.06 is consistent with the 

investor protection goals of the Act.8

The proposed rule change will extend 

these important investor protections to 

a new structure that addresses 

inefficiencies and potential conflicts of 

interest in the AC market. Specifically, 

as proposed, a SpinCo AC will be 

required to satisfy all applicable initial 

listing requirements, like any other AC 

listing on the Exchange. In addition, the 

provisions of Section 102.06 will apply 

to the SpinCo AC in the same manner 

as they apply to any other AC, except 

the trust account will be contributed to 

the SpinCo AC by the original AC. 

The existing requirements of Section 

102.06 with respect to the 

consummation of a business 

combination and the related redemption 

rights will also apply to each of the 

original AC and the SpinCo AC in the 

proposed structure in the same manner 

as they apply to any other AC, except 

that the 80% test will be applied to the 

amount retained by the original AC after 

public shareholders have had an initial, 

early redemption opportunity and the 

original AC has contributed a portion of 

its trust account to the SpinCo AC. The 

Exchange believes that this proposed 

difference does not adversely affect 

shareholders because the shareholders 

will still have the opportunity to redeem 

for the entire pro rata share of the trust 

account prior to completion of the 

business combination. The primary 

difference is that the redemption right 

may be effected through two decisions, 

one of which is accelerated to allow an 

earlier redemption than would be 

available to the public shareholders of a 

traditional AC and the other will come 

at the time of the business combination, 

just as in a traditional AC. 

As with the existing rules, each 

business combination must be approved 

by the AC’s independent directors, as 

required by the existing provisions of 

Section 102.06, and following each 

business combination, the combined 

company must satisfy all initial listing 

requirements, as required by Section 

802.01B. 

Accordingly, in this manner, the 

Exchange believes that the proposed 

rule change satisfies the requirements of 

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

designed 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. 

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 listing ACs using such a structure. 

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. 


jbell on DSKJLSW7X2PROD with NOTICES
Federal Register / Vol. 86, No. 171 / Wednesday, September 8, 2021 / Notices 50411 

9 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3As defined in Exchange Rule 1.5(jj), a ‘‘User’’ is 

a member of the Exchange (‘‘Member’’) or 

sponsored participant of a Member who is 

authorized to obtain access to the System pursuant 

to Exchange Rule 11.3. The term ‘‘System’’ refers to 

the electronic communications and trading facility 

designated by the Board through which securities 

orders of Users are consolidated for ranking, 

execution and, when applicable, routing. See 

Exchange Rule 1.5(gg). 

4See The Evolving Market for Retail Investment 

Services and Forward-Looking Regulation—Adding 

Clarity and Investor Protection while Ensuring 

Access and Choice, Chairman Jay Clayton, 

Commission (May 2, 2018), available at https://

www.sec.gov/news/speech/speech-clayton-2018-05- 

02. 

5 Id. 

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–2021–42 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–NYSE–2021–42. 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–2021–42, and 

should be submitted on or before 

September 29, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.9

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–19292 Filed 9–7–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92844; File No. SR–MEMX– 

2021–10] 

Self-Regulatory Organizations; MEMX 

LLC; Notice of Filing of a Proposed 

Rule Change To Establish a Retail 

Midpoint Liquidity Program 

September 1, 2021. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on August 

18, 2021, MEMX LLC (‘‘MEMX’’ 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 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 is filing with the 

Commission a proposed rule change to 

establish a Retail Midpoint Liquidity 

Program. The text of the proposed rule 

change is provided in Exhibit 5. 

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 

Purpose 

Background 

The Exchange proposes to adopt new 

Exchange Rule 11.22 to establish a 

Retail Midpoint Liquidity Program (the 

‘‘RML Program’’). As proposed, the RML 

Program is designed to provide retail 

investors with meaningful price 

improvement opportunities by 

executing at the midpoint of the 

national best bid and offer (‘‘NBBO’’) 

such that Users 3 will be incentivized to 

direct additional orders designed to 

execute at the midpoint of the NBBO 

(the ‘‘Midpoint Price’’) to the Exchange 

to interact with orders that originate 

from retail investors that are also 

designed to execute at the Midpoint 

Price. 

As former Commission Chairman Jay 

Clayton noted in a 2018 speech, fortythree million U.S. households hold a 

retirement or brokerage account, with 

$3.6 trillion in balance sheet assets in 

128 million customer accounts serviced 

by more than 2,800 registered brokerdealers.4 He also noted the importance 

of continued broad, long-term retail 

participation in our capital markets, and 

that retail investors count on the capital 

markets to fund major life events such 

as paying for their children’s higher 

education or funding their own 

retirements.5

Against this backdrop, the RML 

Program is designed to provide retail 

investors with access to a pool of 

midpoint liquidity on the Exchange by 

introducing a new mechanism for retailoriented liquidity provision, thereby 

providing enhanced opportunities for 

meaningful price improvement at the 

Midpoint Price for retail investors. The 

Exchange believes that introducing the 

RML Program could provide retail 

investors with a competitive alternative 

to existing exchange and over-thecounter (‘‘OTC’’) retail programs, by 


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