Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change To Amend Section 102.06 of the NYSE Listed Company Manual To Provide That a Special Purpose Acquisition Company Can Remain Listed Until Forty-Two Months From Its Original Listing Date if It Has Entered Into a Definitive Agreement With Respect to a Business Combination Within Three Years of Listing, 25291-25293 [2024-07538]

Download as PDF Federal Register / Vol. 89, No. 70 / Wednesday, April 10, 2024 / Notices Date: April 4, 2024; Filing Authority: 39 U.S.C. 3642, 39 CFR 3040.130 through 3040.135, and 39 CFR 3035.105; Public Representative: Kenneth R. Moeller; Comments Due: April 12, 2024. 2. Docket No(s).: MC2024–222 and CP2024–228; Filing Title: USPS Request to Add Priority Mail & USPS Ground Advantage Contract 211 to Competitive Product List and Notice of Filing Materials Under Seal; Filing Acceptance Date: April 4, 2024; Filing Authority: 39 U.S.C. 3642, 39 CFR 3040.130 through 3040.135, and 39 CFR 3035.105; Public Representative: Kenneth R. Moeller; Comments Due: April 12, 2024. This Notice will be published in the Federal Register. Erica A. Barker, Secretary. [FR Doc. 2024–07604 Filed 4–9–24; 8:45 am] BILLING CODE 7710–FW–P RAILROAD RETIREMENT BOARD Sunshine Act Meetings TIME AND DATE: 10:00 a.m., April 24, 2024. SECURITIES AND EXCHANGE COMMISSION [Release No. 34–99906; File No. SR–NYSE– 2024–18] Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change To Amend Section 102.06 of the NYSE Listed Company Manual To Provide That a Special Purpose Acquisition Company Can Remain Listed Until Forty-Two Months From Its Original Listing Date if It Has Entered Into a Definitive Agreement With Respect to a Business Combination Within Three Years of Listing April 4, 2024. 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 March 27, 2024, New York Stock Exchange LLC (‘‘NYSE’’ or the ‘‘Exchange’’) filed with the Securities and Exchange Commission (the ‘‘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. Members of the public wishing to attend the meeting must submit a written request at least 24 hours prior to the meeting to receive dial-in information. All requests must be sent to SecretarytotheBoard@rrb.gov. PLACE: I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend Section 102.06 of the NYSE Listed Company Manual (‘‘Manual’’) to STATUS: This meeting will be open to the provide that a special purpose public. acquisition company (‘‘SPAC’’) can remain listed until forty-two months MATTERS TO BE CONSIDERED: from its original listing date if it has Welcome/Introduction of New Deputy entered into a definitive agreement with respect to a business combination Director of Programs within three years of listing. The text of Legislative and Budget Update—Office the proposed rule change is set forth in of Legislative Affairs Exhibit 5. The proposed rule change is CONTACT PERSON FOR MORE INFORMATION: available on the Exchange’s website at Stephanie Hillyard, Secretary to the www.nyse.com, at the principal office of Board, (312) 751–4920. the Exchange, and at the Commission’s Public Reference Room. Authority: 5 U.S.C. 552b. Dated: April 5, 2024. Stephanie Hillyard, Secretary to the Board. ddrumheller on DSK120RN23PROD with NOTICES1 [FR Doc. 2024–07645 Filed 4–8–24; 11:15 am] BILLING CODE 7905–01–P 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 1 15 U.S.C. 78s(b)(1). U.S.C. 78a. 3 17 CFR 240.19b–4. 2 15 VerDate Sep<11>2014 18:10 Apr 09, 2024 Jkt 262001 PO 00000 Frm 00062 Fmt 4703 Sfmt 4703 25291 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 Section 102.06e of the Manual provides that the Exchange will promptly commence delisting procedures with respect to any listed SPAC that fails to consummate its Business Combination within (i) the time period specified by its constitutive documents or by contract or (ii) three years, whichever is shorter. For purposes of Section 102.06, a Business Combination is defined as a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in trust by the SPAC (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust). Section 102.06e requires the Exchange to promptly commence delisting procedures even for listed SPACs that have entered into a definitive agreement with respect to a Business Combination within three years of their listing date, but that are unable to complete the transaction before the three-year deadline established by 102.06e. As a practical matter, any such NYSE-listed SPAC would need to liquidate, transfer to a market that provides a longer period of time to complete the Business Combination, or face delisting.4 The Exchange notes that Nasdaq’s SPAC listing requirements include a three-year limitation that is substantially similar to that included in the Exchange’s SPAC listing standard.5 However, Nasdaq appeal panels have granted additional time to SPACs that appeal their delisting for failure to consummate a Business Combination 4 The Exchange notes that the three-year limitation for a SPAC is established solely by Exchange rule, and that many SPACs have been able to extend their lives beyond three years either by shareholder approval or other mechanisms provided under their organizing documents. Even if approved by shareholders, any extension beyond three years does not circumvent Exchange rules which mandate delisting if a SPAC has not consummated a Business Combination within three years. 5 See Nasdaq IM 5101–2. E:\FR\FM\10APN1.SGM 10APN1 25292 Federal Register / Vol. 89, No. 70 / Wednesday, April 10, 2024 / Notices ddrumheller on DSK120RN23PROD with NOTICES1 within three years in circumstances where the SPAC has a definitive agreement and requests additional time beyond the three years provided by the applicable rule to enable it to consummate its merger.6 The Exchange proposes to amend Section 102.06e to extend the period for which a SPAC can remain listed if it has signed a definitive agreement with respect to a Business Combination. As amended, Section 102.06e will provide that the SPAC will be liquidated if it has not (i) entered into a definitive agreement with respect to its Business Combination within (A) the time period specified by its constitutive documents 7 or by contract or (B) three years, whichever is shorter or (ii) consummated its Business Combination within the time period specified by its constitutive documents or by contract or forty-two months, whichever is shorter. The Exchange will promptly commence delisting procedures with respect to any SPAC that fails to (i) enter into a definitive agreement with respect to its Business Combination within (A) the time period specified by its constitutive documents or by contract or (B) three years, whichever is shorter or (ii) consummate its Business Combination within the time period specified by its constitutive documents or by contract or forty-two months, whichever is shorter. 6 See, e.g., Current Report on Form 8–K furnished to the SEC by Brilliant Acquisition Corporation on September 19, 2023: ‘‘[T]he Company received a notice from the staff of the Listing Qualifications Department of Nasdaq indicating that, unless the Company timely requested a hearing before the Panel, the Company’s securities (units, ordinary shares, warrants, and rights) would be subject to suspension and delisting from The Nasdaq Capital Market at the opening of business on July 7, 2023 due to the Company’s non-compliance with Nasdaq IM 5101–2, which requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its initial public offering registration statement. . . . The Panel granted the Company’s request for continued listing on Nasdaq, subject to the following: (i) on or before November 27, 2023, the Company must advise the Panel on the status of the vote by shareholders of both the Company and Nukkleus, Inc. (‘‘Nukkleus’’) regarding their planned business combination; and (ii) the Company’s completion of the business combination transaction on or before December 23, 2023’’. 7 The Exchange notes that, on occasion, a SPAC will amend its constitutive documents to extend the time period in which it has to consummate a Business Combination. For example, a SPAC’s constitutive documents may initially specify that it has 24 months to consummate a Business Combination, but such SPAC may subsequently seek shareholder approval to amend its constitutive documents to extend that period to 36 months. In applying the proposed rule, the Exchange will consider the ‘‘time period specified in its constitutive documents’’ to be the time period so specified, as emended by any shareholder vote. VerDate Sep<11>2014 18:10 Apr 09, 2024 Jkt 262001 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Act,8 in general, and furthers the objectives of Section 6(b)(5) of the Act 9 in particular, 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. The Exchange believes that the proposed amendment is consistent with the protection of investors. The Exchange further believes that a SPAC represents a significantly different investment after it enters into a definitive agreement for a Business Combination, as investors who continue to hold the SPAC’s securities or acquire them after that agreement is executed have knowledge about the operating asset the SPAC intends to own and can be assumed to own the securities because they want to have an ownership interest in the post-Business Combination entity. As such, the Exchange believes that a SPAC that has signed a definitive merger agreement to acquire an identified business does not present the same investor protection concerns as a SPAC before signing such an agreement, which is more purely a blind pool investment. Furthermore, delisting a SPAC that has signed a definitive merger agreement when it reaches the three-year deadline may be contrary to the interests of the SPAC’s public shareholders at that time. For the foregoing reasons, the Exchange believes that it is consistent with the protection of investors to provide a SPAC that has signed a Business Combination agreement within three years a maximum period of fortytwo months from the time of listing to consummate a Business Combination. B. Self-Regulatory Organization’s Statement on Burden on Competition The Exchange believes the proposed rule change will not impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. The Exchange further believes that the proposed rule change will increase competition by 8 15 9 15 PO 00000 U.S.C. 78f(b). U.S.C. 78f(b)(5). Frm 00063 Fmt 4703 Sfmt 4703 increasing the possibility that listed SPACs will be able to complete their Business Combinations before the prospect of delisting. The Exchange also believes that the proposed amendment will increase competition for the listing of SPACs and Business Combinations by enabling SPACs listed on the NYSE additional flexibility in the timing of their Business Combinations that is similar to the timing Nasdaq currently provides to SPACs through discretionary grants of additional time by hearing panels in their delisting process. 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 within such longer period 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 (https://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include file number SR– NYSE–2024–18 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–2024–18. This file number should be included on the subject line if email is used. To help the Commission process and review your E:\FR\FM\10APN1.SGM 10APN1 Federal Register / Vol. 89, No. 70 / Wednesday, April 10, 2024 / Notices 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–NYSE–2024–18 and should be submitted on or before May 1, 2024. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.10 Sherry R. Haywood, Assistant Secretary. [FR Doc. 2024–07538 Filed 4–9–24; 8:45 am] BILLING CODE 8011–01–P [Release No. 34–99907; File No. SR– PEARL–2024–15] Self-Regulatory Organizations; MIAX PEARL, LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the MIAX Pearl Equities Exchange Fee Schedule To Establish Market Data Fees ddrumheller on DSK120RN23PROD with NOTICES1 April 4, 2024. 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 March 26, 2024, MIAX PEARL, LLC (‘‘MIAX Pearl’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 1 15 VerDate Sep<11>2014 18:10 Apr 09, 2024 Jkt 262001 I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange is filing a proposal to amend the MIAX Pearl Equities Exchange Fee Schedule (the ‘‘Fee Schedule’’) to adopt fees for the Exchange’s proprietary market data feeds.3 The text of the proposed rule change is available on the Exchange’s website at https://www.miaxoptions.com/rulefilings, at MIAX Pearl’s principal office, 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 SECURITIES AND EXCHANGE COMMISSION 10 17 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. MIAX Pearl Equities provided its proprietary market data for free to subscribers for over three and half years since it commenced operations in September 2020.4 Since that time, the Exchange has solely and entirely absorbed all costs associated with compiling and disseminating its proprietary market data. The Exchange offers two standard proprietary market data products, the Top of Market (‘‘ToM’’) feed and the Depth of Market (‘‘DoM’’) feed (collectively, the ‘‘market data feeds’’). Each of these proprietary market data products are described in Exchange Rule 2625. 3 All references to the ‘‘Exchange’’ in this filing refer to MIAX Pearl Equities. Any references to the options trading facility of MIAX PEARL, LLC will specifically be referred to as ‘‘MIAX Pearl Options.’’ 4 See Securities Exchange Act Release No. 90651 (December 11, 2020), 85 FR 81971 (December 17, 2020) (SR–PEARL–2020–33). PO 00000 Frm 00064 Fmt 4703 Sfmt 4703 25293 Exchange Rule 2625(a) provides that the DoM feed is a data feed that contains the displayed price and size of each order in an equity security entered in the System,5 as well as order execution information, order cancellations, order modifications, order identification numbers, and administrative messages. Exchange Rule 2625(b) provides that the ToM feed is a data feed that contains the price and aggregate size of displayed top of book quotations, order execution information, and administrative messages for equity securities entered into the System. Section 3 of the Fee Schedule entitled, Market Data Fees, specifically provides that fees for both the ToM and DoM feeds are waived for the Waiver Period.6 As described in more detail below, the Exchange proposes to remove this waiver language and adopt fees for the ToM and DoM feeds to recoup its ongoing costs going forward. The Exchange notes that there is no requirement that any Equity Member 7 or market participant subscribe to the ToM or DoM feeds offered by the Exchange. Instead, an Equity Member may choose to maintain subscriptions to the ToM or DoM feeds based on their own business needs and trading models. The proposed fees will not apply differently based upon the size or type of firm, but rather based upon the subscriptions that each firm elects to purchase. The Exchange commenced operations in September 2020 and expressly waived fees for both the ToM and DoM data feeds since that time to incentivize market participants to subscribe and make the Exchange’s market data more widely available.8 In the three and a half years since the Exchange launched operations, its market share has grown from 0% to approximately 2.0% for the month of March 2024.9 One of the primary objectives of the Exchange is to provide competition and to provide low 5 The term ‘‘System’’ means the automated trading system used by the Exchange for the trading of securities. See Exchange Rule 100. 6 The term ‘‘Waiver Period’’ means, for each applicable fee, the period of time from the initial effective date of the MIAX Pearl Equities Fee Schedule until such time that MIAX Pearl has an effective fee filing establishing the applicable fee. MIAX Pearl Equities will issue a Regulatory Circular announcing the establishment of an applicable fee that was subject to a Waiver Period at least fifteen (15) days prior to the termination of the Waiver Period and effective date of any such applicable fee. See the Definitions section of the Fee Schedule. 7 The term ‘‘Equity Member’’ is a Member authorized by the Exchange to transact business on MIAX Pearl Equities. See Exchange Rule 1901. 8 See supra note 4. 9 See the ‘‘Market Share’’ section of the Exchange’s website, available at https:// www.miaxglobal.com/. E:\FR\FM\10APN1.SGM 10APN1

Agencies

[Federal Register Volume 89, Number 70 (Wednesday, April 10, 2024)]
[Notices]
[Pages 25291-25293]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-07538]


=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-99906; File No. SR-NYSE-2024-18]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing of Proposed Rule Change To Amend Section 102.06 of the 
NYSE Listed Company Manual To Provide That a Special Purpose 
Acquisition Company Can Remain Listed Until Forty-Two Months From Its 
Original Listing Date if It Has Entered Into a Definitive Agreement 
With Respect to a Business Combination Within Three Years of Listing

April 4, 2024.
    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 March 27, 2024, New York Stock Exchange LLC (``NYSE'' or the 
``Exchange'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I, II, 
and III 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.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 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 amend Section 102.06 of the NYSE Listed 
Company Manual (``Manual'') to provide that a special purpose 
acquisition company (``SPAC'') can remain listed until forty-two months 
from its original listing date if it has entered into a definitive 
agreement with respect to a business combination within three years of 
listing. The text of the proposed rule change is set forth in Exhibit 
5. 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
    Section 102.06e of the Manual provides that the Exchange will 
promptly commence delisting procedures with respect to any listed SPAC 
that fails to consummate its Business Combination within (i) the time 
period specified by its constitutive documents or by contract or (ii) 
three years, whichever is shorter. For purposes of Section 102.06, a 
Business Combination is defined as a merger, capital stock exchange, 
asset acquisition, stock purchase, reorganization, or similar business 
combination with one or more operating businesses or assets with a fair 
market value equal to at least 80% of the net assets held in trust by 
the SPAC (net of amounts disbursed to management for working capital 
purposes and excluding the amount of any deferred underwriting discount 
held in trust).
    Section 102.06e requires the Exchange to promptly commence 
delisting procedures even for listed SPACs that have entered into a 
definitive agreement with respect to a Business Combination within 
three years of their listing date, but that are unable to complete the 
transaction before the three-year deadline established by 102.06e. As a 
practical matter, any such NYSE-listed SPAC would need to liquidate, 
transfer to a market that provides a longer period of time to complete 
the Business Combination, or face delisting.\4\
---------------------------------------------------------------------------

    \4\ The Exchange notes that the three-year limitation for a SPAC 
is established solely by Exchange rule, and that many SPACs have 
been able to extend their lives beyond three years either by 
shareholder approval or other mechanisms provided under their 
organizing documents. Even if approved by shareholders, any 
extension beyond three years does not circumvent Exchange rules 
which mandate delisting if a SPAC has not consummated a Business 
Combination within three years.
---------------------------------------------------------------------------

    The Exchange notes that Nasdaq's SPAC listing requirements include 
a three-year limitation that is substantially similar to that included 
in the Exchange's SPAC listing standard.\5\ However, Nasdaq appeal 
panels have granted additional time to SPACs that appeal their 
delisting for failure to consummate a Business Combination

[[Page 25292]]

within three years in circumstances where the SPAC has a definitive 
agreement and requests additional time beyond the three years provided 
by the applicable rule to enable it to consummate its merger.\6\
---------------------------------------------------------------------------

    \5\ See Nasdaq IM 5101-2.
    \6\ See, e.g., Current Report on Form 8-K furnished to the SEC 
by Brilliant Acquisition Corporation on September 19, 2023: ``[T]he 
Company received a notice from the staff of the Listing 
Qualifications Department of Nasdaq indicating that, unless the 
Company timely requested a hearing before the Panel, the Company's 
securities (units, ordinary shares, warrants, and rights) would be 
subject to suspension and delisting from The Nasdaq Capital Market 
at the opening of business on July 7, 2023 due to the Company's non-
compliance with Nasdaq IM 5101-2, which requires that a special 
purpose acquisition company complete one or more business 
combinations within 36 months of the effectiveness of its initial 
public offering registration statement. . . . The Panel granted the 
Company's request for continued listing on Nasdaq, subject to the 
following: (i) on or before November 27, 2023, the Company must 
advise the Panel on the status of the vote by shareholders of both 
the Company and Nukkleus, Inc. (``Nukkleus'') regarding their 
planned business combination; and (ii) the Company's completion of 
the business combination transaction on or before December 23, 
2023''.
---------------------------------------------------------------------------

    The Exchange proposes to amend Section 102.06e to extend the period 
for which a SPAC can remain listed if it has signed a definitive 
agreement with respect to a Business Combination. As amended, Section 
102.06e will provide that the SPAC will be liquidated if it has not (i) 
entered into a definitive agreement with respect to its Business 
Combination within (A) the time period specified by its constitutive 
documents \7\ or by contract or (B) three years, whichever is shorter 
or (ii) consummated its Business Combination within the time period 
specified by its constitutive documents or by contract or forty-two 
months, whichever is shorter. The Exchange will promptly commence 
delisting procedures with respect to any SPAC that fails to (i) enter 
into a definitive agreement with respect to its Business Combination 
within (A) the time period specified by its constitutive documents or 
by contract or (B) three years, whichever is shorter or (ii) consummate 
its Business Combination within the time period specified by its 
constitutive documents or by contract or forty-two months, whichever is 
shorter.
---------------------------------------------------------------------------

    \7\ The Exchange notes that, on occasion, a SPAC will amend its 
constitutive documents to extend the time period in which it has to 
consummate a Business Combination. For example, a SPAC's 
constitutive documents may initially specify that it has 24 months 
to consummate a Business Combination, but such SPAC may subsequently 
seek shareholder approval to amend its constitutive documents to 
extend that period to 36 months. In applying the proposed rule, the 
Exchange will consider the ``time period specified in its 
constitutive documents'' to be the time period so specified, as 
emended by any shareholder vote.
---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\8\ in general, and furthers the 
objectives of Section 6(b)(5) of the Act \9\ in particular, 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.
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78f(b).
    \9\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed amendment is consistent 
with the protection of investors. The Exchange further believes that a 
SPAC represents a significantly different investment after it enters 
into a definitive agreement for a Business Combination, as investors 
who continue to hold the SPAC's securities or acquire them after that 
agreement is executed have knowledge about the operating asset the SPAC 
intends to own and can be assumed to own the securities because they 
want to have an ownership interest in the post-Business Combination 
entity. As such, the Exchange believes that a SPAC that has signed a 
definitive merger agreement to acquire an identified business does not 
present the same investor protection concerns as a SPAC before signing 
such an agreement, which is more purely a blind pool investment. 
Furthermore, delisting a SPAC that has signed a definitive merger 
agreement when it reaches the three-year deadline may be contrary to 
the interests of the SPAC's public shareholders at that time.
    For the foregoing reasons, the Exchange believes that it is 
consistent with the protection of investors to provide a SPAC that has 
signed a Business Combination agreement within three years a maximum 
period of forty-two months from the time of listing to consummate a 
Business Combination.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange believes the proposed rule change will not impose any 
burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act. The Exchange further believes 
that the proposed rule change will increase competition by increasing 
the possibility that listed SPACs will be able to complete their 
Business Combinations before the prospect of delisting. The Exchange 
also believes that the proposed amendment will increase competition for 
the listing of SPACs and Business Combinations by enabling SPACs listed 
on the NYSE additional flexibility in the timing of their Business 
Combinations that is similar to the timing Nasdaq currently provides to 
SPACs through discretionary grants of additional time by hearing panels 
in their delisting process.

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 within such longer period 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 (https://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
file number SR-NYSE-2024-18 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-2024-18. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your

[[Page 25293]]

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-NYSE-2024-18 and should be submitted on or before May 1, 2024.
---------------------------------------------------------------------------

    \10\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\10\
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-07538 Filed 4-9-24; 8:45 am]
BILLING CODE 8011-01-P
This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.