Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Adopt a Temporary Listing Fee Waiver for Ukrainian Companies Until December 31, 2028, 14550-14552 [2024-03903]

Download as PDF 14550 Federal Register / Vol. 89, No. 39 / Tuesday, February 27, 2024 / Notices 19(b)(3)(A)(ii) of the Act 15 and Rule 19b–4(f)(2) 16 thereunder. 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 shall 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: lotter on DSK11XQN23PROD with NOTICES1 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– MEMX–2024–05 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–MEMX–2024–05. 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 (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–MEMX–2024–05 and should be submitted on or before March 19, 2024. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.17 Sherry R. Haywood, Assistant Secretary. [FR Doc. 2024–03904 Filed 2–26–24; 8:45 am] BILLING CODE 8011–01–P [Release No. 34–99580; File No. SR– NASDAQ–2024–006] Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Adopt a Temporary Listing Fee Waiver for Ukrainian Companies Until December 31, 2028 February 21, 2024. 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 February 12, 2024, 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 adopt a temporary listing fee waiver for Ukrainian companies until December 31, 2028. 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. CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. U.S.C. 78s(b)(3)(A)(ii). 16 17 CFR 240.19b–4(f)(2). VerDate Sep<11>2014 16:53 Feb 26, 2024 1 15 Jkt 262001 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 SECURITIES AND EXCHANGE COMMISSION 17 17 15 15 II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change PO 00000 Frm 00121 Fmt 4703 Sfmt 4703 The purpose of the proposed rule change is to waive certain entry fees (including the application fee) and AllInclusive Annual fees for Ukrainian Companies listing on Nasdaq for a time period until December 31, 2028.3 This fee waiver will be applicable to Ukrainian Companies listed on or after the effective date of this rule change. On February 24, 2022, Russia invaded Ukraine causing a humanitarian crisis that has left tens of thousands of dead, displaced millions and sown economic turmoil in Ukraine. Ukraine’s economy has been crippled and some cities have faced massive devastation from the fighting. Ukraine’s economy contracted by 30% in 2022 and was forecast to grow by of 1% to 3% in 2023, according to the International Monetary Fund.4 The White House supports Ukrainian efforts to stop the aggression and is also focused on reconstruction efforts. In this regard, President Biden recently stated that: The United States will continue our work, together with partners all around the world, to support Ukraine’s ability to defend itself against Russia’s aggression, to uphold the foundational principles of the UN Charter, and to help the Ukrainian people build the secure, prosperous, and independent future they deserve.5 Further, according to USAID, a United States Agency that leads the U.S. government’s international development and humanitarian efforts: 3 As of the date of this filing, there are no Ukrainian Companies listed on Nasdaq. 4 See Reuters, Blood and billions: the cost of Russia’s war in Ukraine at https:// www.nasdaq.com/articles/explainer-blood-andbillions:-the-cost-of-russias-war-in-ukraine. 5 https://www.whitehouse.gov/briefing-room/ statements-releases/2023/08/24/statement-frompresident-joe-biden-on-ukraine-independence-day/. E:\FR\FM\27FEN1.SGM 27FEN1 Federal Register / Vol. 89, No. 39 / Tuesday, February 27, 2024 / Notices Since Putin’s full-scale war against Ukraine on February 24, 2022, the United States, through USAID, has surged support to rapidly address urgent humanitarian needs, while also investing in Ukraine’s economy and building resilient infrastructure and institutions to help Ukraine recover from Putin’s ruthless attacks and sustain a lasting peace.6 lotter on DSK11XQN23PROD with NOTICES1 Nasdaq notes that the Government of the United States has identified the private sector as one of key factors for the successful Ukraine reconstruction efforts and is encouraging investment in Ukraine. Similarly, Nasdaq also believes that reconstruction of Ukrainian infrastructure damaged or destroyed during the invasion and creation of a new European economic model for Ukraine will be based on free enterprise, attraction of international capital, the best international experience and market practices, and a fair and attractive business climate. As such, Nasdaq proposes to temporarily waive entry and annual fees for Ukrainian Companies listing on Nasdaq. Specifically, Nasdaq proposes to waive the entry fee (including the application fee) and the All-Inclusive Annual Listing Fee described in Rule 5910 (with respect to the Nasdaq Global Market, including the Nasdaq Global Select Market) and Rule 5920 (with respect to the Nasdaq Capital Market) for Ukrainian Companies until December 31, 2028.7 Nasdaq believes that this temporary waiver will ease the listing of Ukrainian companies on Nasdaq and thereby help those companies to attract international capital, facilitating capital formation and creating opportunities for economic growth both for these companies and the Ukrainian economy overall. Nasdaq proposes to define a Ukrainian Company for purposes of this fee waiver to mean a Company 8 incorporated in Ukraine or a Company whose business is principally administered in Ukraine. A Company’s business will be considered to be principally administered in Ukraine if: (i) at least 50% of the Company’s assets are located in that jurisdiction; or (ii) at least 50% of the Company’s revenues are derived from that jurisdiction. The proposed definition of a Ukrainian Company is based in part on Rule 5005(a)(37) which defines when a 6 See USAID Response in Ukraine at https:// www.usaid.gov/usaid-response-ukraine. 7 Based on conditions at the end of the waiver, Nasdaq may file a subsequent proposed rule change to extend this waiver. 8 Rule 5005(a)(6) defines ‘‘Company’’ as the issuer of a security listed or applying to list on Nasdaq. VerDate Sep<11>2014 16:53 Feb 26, 2024 Jkt 262001 company is from a Restrictive Market.9 Nasdaq believes the proposed definition of a Ukrainian Company is appropriate given the significant connection it requires to Ukraine and the Exchange’s experience in applying the similar definition.10 2. Statutory Basis The Exchange believes that its proposal is consistent with Section 6(b) of the Act,11 in general, and furthers the objectives of Sections 6(b)(4) and 6(b)(5) of the Act,12 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. Specifically, Nasdaq believes that the proposed fee waivers are equitable and not unfairly discriminatory as they are being implemented to support companies that are incorporated in or whose business is principally administered in Ukraine—a country operating under conditions unprecedented during this century caused by a full scale military invasion, as described above. Nasdaq believes that Ukraine stands in unique circumstances, facing an almost twoyear long invasion by a member of the United Nations Security Council, while the United Nations, in just its eleventh emergency special session ever, overwhelmingly adopted a resolution demanding the Russian Federation immediately end its invasion and unconditionally withdraw.13 Nasdaq believes that waiving these fees will facilitate the listing of Ukrainian companies on Nasdaq in the United States, providing them access to a deep 9 Rule 5005(a)(37) defines Restrictive Market as a jurisdiction that does not provide the Public Company Accounting Oversight Board with access to conduct inspections of public accounting firms that audit Nasdaq-listed companies. A Company’s business will be considered to be principally administered in a Restrictive Market if: (i) the Company’s books and records are located in that jurisdiction; (ii) at least 50% of the Company’s assets are located in such jurisdiction; or (iii) at least 50% of the Company’s revenues are derived from such jurisdiction. While the location of the Company’s books and records were a factor in determining whether a company was in a Restrictive Market because of the inability of the PCAOB to inspect those books and records, Nasdaq does not believe that element is appropriate as a sole determination as to whether a company is principally administered in Ukraine. 10 Id. 11 15 U.S.C. 78f(b). 12 15 U.S.C. 78f(b)(4) and (5). 13 See General Assembly Overwhelmingly Adopts Resolution Demanding Russian Federation Immediately End Illegal Use of Force in Ukraine, Withdraw All Troops at https://press.un.org/en/ 2022/ga12407.doc.htm. PO 00000 Frm 00122 Fmt 4703 Sfmt 4703 14551 pool of liquidity to raise capital to use in the rebuilding of the Ukrainian economy, consistent with the goals of the United States government and Nasdaq’s interest in speeding the recovery of the Ukraine economy in these unique circumstances. Finally, Nasdaq believes that it will also allow these companies to reinvest the money that otherwise would be paid to Nasdaq into those reconstruction efforts. 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 waiver will be available to all similarly situated issuers on the same basis. Moreover, the companies eligible for the waiver will be faced with operating under conditions unprecedented during this century caused by a full scale military invasion, as described above—conditions not generally experienced by other companies that are not eligible for the waiver. As such, the Exchange does not believe that the proposed temporary waivers 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 will impose any burden on intermarket competition. 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.14 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 14 15 E:\FR\FM\27FEN1.SGM U.S.C. 78s(b)(3)(A)(ii). 27FEN1 14552 Federal Register / Vol. 89, No. 39 / Tuesday, February 27, 2024 / Notices For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.15 Sherry R. Haywood, Assistant Secretary. IV. Solicitation of Comments [FR Doc. 2024–03903 Filed 2–26–24; 8:45 am] 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–2024–006 on the subject line. Paper Comments lotter on DSK11XQN23PROD with NOTICES1 SR–NASDAQ–2024–006 and should be submitted on or before March 19, 2024. the public interest; (ii) for the protection of investors; or (iii) otherwise in 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. • 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–2024–006. 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 VerDate Sep<11>2014 16:53 Feb 26, 2024 Jkt 262001 BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–99577; File No. SR–MSRB– 2023–06] Self-Regulatory Organizations; Municipal Securities Rulemaking Board; Notice of Withdrawal of Proposed Rule Change To Establish the 2024 Rate Card Fees for Dealers and Municipal Advisors Pursuant to MSRB Rules A–11 and A–13 February 21, 2024. On November 30, 2023, the Municipal Securities Rulemaking Board (‘‘MSRB’’) filed with the Securities and Exchange Commission (‘‘Commission’’), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 1 (‘‘Exchange Act’’) and Rule 19b–4 thereunder,2 a proposed rule change to establish the 2024 Rate Card Fees for Dealers and Municipal Advisors.3 The proposed rule change was immediately effective upon filing with the Commission pursuant to Section 19(b)(3)(A) of the Exchange Act.4 The proposed rule change was published for comment in the Federal Register on December 12, 2023.5 Pursuant to Section 19(b)(3)(C) of the Exchange Act,6 the Commission temporarily suspended the proposed rule change and instituted proceedings to determine whether to approve or disapprove the proposed rule change on January 29, 2024.7 The Commission requested public comment on: (i) what process the MSRB should undertake to 15 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 See Securities Exchange Act Release No. 34– 99096 (December 6, 2023), 88 FR 86188 (December 12, 2023) (‘‘Notice’’). 4 15 U.S.C. 78s(b)(3)(A). A proposed rule change may take effect upon filing with the Commission if it is designated by the SRO as ‘‘establishing or changing a due, fee, or other charge imposed by the self-regulatory organization on any person, whether or not the person is a member of the self-regulatory organization.’’ 15 U.S.C. 78s(b)(3)(A)(ii). 5 See Notice 88 FR at 86188. Comments on the proposed rule change can be found at: https:// www.sec.gov/comments/sr-msrb-2023-06/ srmsrb202306.htm. 6 15 U.S.C. 78s(b)(3)(C). 7 See Securities Exchange Act Release No. 34– 99444 (January 29, 2024), 89 FR 7424 (February 2, 2024). 1 15 PO 00000 Frm 00123 Fmt 4703 Sfmt 4703 ensure that the fees assessed in its Rate Card filing and underlying Budget are both reasonable and capable of meaningful evaluation by the public, market participants, and the Commission; (ii) what specific data and information the MSRB should publicly disclose (that it does not currently publicly disclose); (iii) when the MSRB should file its Rate Card each year; (iv) whether the MSRB’s representations about the cost, functionality, and evolution of the EMMA system have been consistent with actual practice in the years since EMMA was adopted; and (v) what general steps could be taken in the future to minimize the potential operational disruption caused by either the Commission suspending a Rate Card filing or a Rate Card otherwise not being effective on January 1 of the calendar year.8 On February 16, 2024, the MSRB withdrew the proposed rule change (SR–MSRB–2023–06). For the Commission, pursuant to delegated authority.9 Sherry R. Haywood, Assistant Secretary. [FR Doc. 2024–03902 Filed 2–26–24; 8:45 am] BILLING CODE 8011–01–P SMALL BUSINESS ADMINISTRATION [Disaster Declaration #20207 and #20208; NORTH DAKOTA Disaster Number ND– 20001] Presidential Declaration of a Major Disaster for Public Assistance Only for the State of North Dakota U.S. Small Business Administration. ACTION: Notice. AGENCY: This is a Notice of the Presidential declaration of a major disaster for Public Assistance Only for the State of North Dakota (FEMA–4760– DR), dated 02/15/2024. Incident: Severe Winter Storm and Straight-line Winds. Incident Period: 12/25/2023 through 12/27/2023. DATES: Issued on 02/15/2024. Physical Loan Application Deadline Date: 04/15/2024. Economic Injury (EIDL) Loan Application Deadline Date: 11/15/2024. ADDRESSES: Visit the MySBA Loan Portal at https://lending.sba.gov to apply for a disaster assistance loan. FOR FURTHER INFORMATION CONTACT: Alan Escobar, Office of Disaster SUMMARY: 8 Id. 9 17 E:\FR\FM\27FEN1.SGM at 7428. CFR 200.30–3(a)(12). 27FEN1

Agencies

[Federal Register Volume 89, Number 39 (Tuesday, February 27, 2024)]
[Notices]
[Pages 14550-14552]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-03903]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-99580; File No. SR-NASDAQ-2024-006]


Self-Regulatory Organizations; The Nasdaq Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Adopt a Temporary Listing Fee Waiver for Ukrainian Companies Until 
December 31, 2028

February 21, 2024.
    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 February 12, 2024, 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.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to adopt a temporary listing fee waiver for 
Ukrainian companies until December 31, 2028.
    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
    The purpose of the proposed rule change is to waive certain entry 
fees (including the application fee) and All-Inclusive Annual fees for 
Ukrainian Companies listing on Nasdaq for a time period until December 
31, 2028.\3\ This fee waiver will be applicable to Ukrainian Companies 
listed on or after the effective date of this rule change.
---------------------------------------------------------------------------

    \3\ As of the date of this filing, there are no Ukrainian 
Companies listed on Nasdaq.
---------------------------------------------------------------------------

    On February 24, 2022, Russia invaded Ukraine causing a humanitarian 
crisis that has left tens of thousands of dead, displaced millions and 
sown economic turmoil in Ukraine. Ukraine's economy has been crippled 
and some cities have faced massive devastation from the fighting. 
Ukraine's economy contracted by 30% in 2022 and was forecast to grow by 
of 1% to 3% in 2023, according to the International Monetary Fund.\4\
---------------------------------------------------------------------------

    \4\ See Reuters, Blood and billions: the cost of Russia's war in 
Ukraine at https://www.nasdaq.com/articles/explainer-blood-and-billions:-the-cost-of-russias-war-in-ukraine.
---------------------------------------------------------------------------

    The White House supports Ukrainian efforts to stop the aggression 
and is also focused on reconstruction efforts. In this regard, 
President Biden recently stated that:

    The United States will continue our work, together with partners 
all around the world, to support Ukraine's ability to defend itself 
against Russia's aggression, to uphold the foundational principles 
of the UN Charter, and to help the Ukrainian people build the 
secure, prosperous, and independent future they deserve.\5\
---------------------------------------------------------------------------

    \5\ https://www.whitehouse.gov/briefing-room/statements-releases/2023/08/24/statement-from-president-joe-biden-on-ukraine-independence-day/.

    Further, according to USAID, a United States Agency that leads the 
---------------------------------------------------------------------------
U.S. government's international development and humanitarian efforts:


[[Page 14551]]


    Since Putin's full-scale war against Ukraine on February 24, 
2022, the United States, through USAID, has surged support to 
rapidly address urgent humanitarian needs, while also investing in 
Ukraine's economy and building resilient infrastructure and 
institutions to help Ukraine recover from Putin's ruthless attacks 
and sustain a lasting peace.\6\
---------------------------------------------------------------------------

    \6\ See USAID Response in Ukraine at https://www.usaid.gov/usaid-response-ukraine.

    Nasdaq notes that the Government of the United States has 
identified the private sector as one of key factors for the successful 
Ukraine reconstruction efforts and is encouraging investment in 
Ukraine.
    Similarly, Nasdaq also believes that reconstruction of Ukrainian 
infrastructure damaged or destroyed during the invasion and creation of 
a new European economic model for Ukraine will be based on free 
enterprise, attraction of international capital, the best international 
experience and market practices, and a fair and attractive business 
climate. As such, Nasdaq proposes to temporarily waive entry and annual 
fees for Ukrainian Companies listing on Nasdaq. Specifically, Nasdaq 
proposes to waive the entry fee (including the application fee) and the 
All-Inclusive Annual Listing Fee described in Rule 5910 (with respect 
to the Nasdaq Global Market, including the Nasdaq Global Select Market) 
and Rule 5920 (with respect to the Nasdaq Capital Market) for Ukrainian 
Companies until December 31, 2028.\7\ Nasdaq believes that this 
temporary waiver will ease the listing of Ukrainian companies on Nasdaq 
and thereby help those companies to attract international capital, 
facilitating capital formation and creating opportunities for economic 
growth both for these companies and the Ukrainian economy overall.
---------------------------------------------------------------------------

    \7\ Based on conditions at the end of the waiver, Nasdaq may 
file a subsequent proposed rule change to extend this waiver.
---------------------------------------------------------------------------

    Nasdaq proposes to define a Ukrainian Company for purposes of this 
fee waiver to mean a Company \8\ incorporated in Ukraine or a Company 
whose business is principally administered in Ukraine. A Company's 
business will be considered to be principally administered in Ukraine 
if: (i) at least 50% of the Company's assets are located in that 
jurisdiction; or (ii) at least 50% of the Company's revenues are 
derived from that jurisdiction. The proposed definition of a Ukrainian 
Company is based in part on Rule 5005(a)(37) which defines when a 
company is from a Restrictive Market.\9\ Nasdaq believes the proposed 
definition of a Ukrainian Company is appropriate given the significant 
connection it requires to Ukraine and the Exchange's experience in 
applying the similar definition.\10\
---------------------------------------------------------------------------

    \8\ Rule 5005(a)(6) defines ``Company'' as the issuer of a 
security listed or applying to list on Nasdaq.
    \9\ Rule 5005(a)(37) defines Restrictive Market as a 
jurisdiction that does not provide the Public Company Accounting 
Oversight Board with access to conduct inspections of public 
accounting firms that audit Nasdaq-listed companies. A Company's 
business will be considered to be principally administered in a 
Restrictive Market if: (i) the Company's books and records are 
located in that jurisdiction; (ii) at least 50% of the Company's 
assets are located in such jurisdiction; or (iii) at least 50% of 
the Company's revenues are derived from such jurisdiction. While the 
location of the Company's books and records were a factor in 
determining whether a company was in a Restrictive Market because of 
the inability of the PCAOB to inspect those books and records, 
Nasdaq does not believe that element is appropriate as a sole 
determination as to whether a company is principally administered in 
Ukraine.
    \10\ Id.
---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\11\ in general, and furthers the objectives of 
Sections 6(b)(4) and 6(b)(5) of the Act,\12\ 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.
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78f(b).
    \12\ 15 U.S.C. 78f(b)(4) and (5).
---------------------------------------------------------------------------

    Specifically, Nasdaq believes that the proposed fee waivers are 
equitable and not unfairly discriminatory as they are being implemented 
to support companies that are incorporated in or whose business is 
principally administered in Ukraine--a country operating under 
conditions unprecedented during this century caused by a full scale 
military invasion, as described above. Nasdaq believes that Ukraine 
stands in unique circumstances, facing an almost two-year long invasion 
by a member of the United Nations Security Council, while the United 
Nations, in just its eleventh emergency special session ever, 
overwhelmingly adopted a resolution demanding the Russian Federation 
immediately end its invasion and unconditionally withdraw.\13\ Nasdaq 
believes that waiving these fees will facilitate the listing of 
Ukrainian companies on Nasdaq in the United States, providing them 
access to a deep pool of liquidity to raise capital to use in the 
rebuilding of the Ukrainian economy, consistent with the goals of the 
United States government and Nasdaq's interest in speeding the recovery 
of the Ukraine economy in these unique circumstances. Finally, Nasdaq 
believes that it will also allow these companies to reinvest the money 
that otherwise would be paid to Nasdaq into those reconstruction 
efforts.
---------------------------------------------------------------------------

    \13\ See General Assembly Overwhelmingly Adopts Resolution 
Demanding Russian Federation Immediately End Illegal Use of Force in 
Ukraine, Withdraw All Troops at https://press.un.org/en/2022/ga12407.doc.htm.
---------------------------------------------------------------------------

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 waiver will be 
available to all similarly situated issuers on the same basis. 
Moreover, the companies eligible for the waiver will be faced with 
operating under conditions unprecedented during this century caused by 
a full scale military invasion, as described above--conditions not 
generally experienced by other companies that are not eligible for the 
waiver. As such, the Exchange does not believe that the proposed 
temporary waivers 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 will impose any burden on intermarket competition.

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.\14\
---------------------------------------------------------------------------

    \14\ 15 U.S.C. 78s(b)(3)(A)(ii).
---------------------------------------------------------------------------

    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

[[Page 14552]]

the public interest; (ii) for the protection of investors; or (iii) 
otherwise in 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 (https://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
file number SR-NASDAQ-2024-006 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-2024-006. 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-2024-006 and should 
be submitted on or before March 19, 2024.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\15\
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    \15\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-03903 Filed 2-26-24; 8:45 am]
BILLING CODE 8011-01-P
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