Submission for OMB Review; Comment Request; Extension: Rules 400-404 of Regulation Crowdfunding (Funding Portals), 19771-19772 [2025-08122]

Download as PDF Federal Register / Vol. 90, No. 89 / Friday, May 9, 2025 / Notices submit-comments. General questions regarding the rule filing process or logistical questions regarding this filing should be directed to the Main Office of the Commission’s Division of Trading and Markets at tradingandmarkets@ sec.gov or 202–551–5777. The Clearing Agencies reserve the right to not respond to any comments received. lotter on DSK11XQN23PROD with NOTICES1 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) 17 of the Act and paragraph (f) 18 of Rule 19b–4 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. 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-regulations/self-regulatoryorganization-rulemaking); or • Send an email to rule-comments@ sec.gov. Please include File Number SR– NSCC–2025–008 on the subject line. Paper Comments: • Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549. All submissions should refer to File Number SR–NSCC–2025–008. 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-regulations/self-regulatoryorganization-rulemaking). 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 17 15 18 17 U.S.C. 78s(b)(3)(A). CFR 240.19b–4(f). VerDate Sep<11>2014 17:11 May 08, 2025 Jkt 265001 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 NSCC and on DTCC’s website (www.dtcc.com/ legal/sec-rule-filings). 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–NSCC–2025–008 and should be submitted on or before May 30, 2025. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.19 Sherry R. Haywood, Assistant Secretary. [FR Doc. 2025–08112 Filed 5–8–25; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [OMB Control No. 3235–0727] Submission for OMB Review; Comment Request; Extension: Rules 400–404 of Regulation Crowdfunding (Funding Portals) Upon Written Request, Copies Available From: Securities and Exchange Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 20549–2736 Notice is hereby given that pursuant to the Paperwork Reduction Act of 1995 (‘‘PRA’’) (44 U.S.C. 3501 et seq.), the Securities and Exchange Commission (‘‘Commission’’) has submitted to the Office of Management and Budget (‘‘OMB’’) a request for approval of extension of the previously approved collection of information provided for in Rules 400–404 of Regulation Crowdfunding 1 (17 CFR 227.400– 227.404) under the Securities Exchange 19 17 CFR 200.30–3(a)(12). Regulation Crowdfunding, Exchange Act Release No. 76324 (Oct. 30, 2015), 80 FR 71387 (Nov. 16, 2015) (Final Rule) (‘‘Regulation Crowdfunding’’). 1 See PO 00000 Frm 00104 Fmt 4703 Sfmt 4703 19771 Act of 1934 (‘‘Exchange Act’’) (15 U.S.C. 78a et seq.). The collections of information required under Rules 400 through 404 is mandatory for all funding portals. Form Funding Portal helps ensure that the Commission can make information about funding portals transparent and easily accessible to the investing public, including issuers and obligated persons who engage funding portals; investors who may purchase securities through offerings on funding portals; and other regulators. Further, the information provided on Form Funding Portal expands the amount of publicly available information about funding portals, including disciplinary history. Consequently, the rules and forms allow issuers and the investing public, as well as others, to become more fully informed about funding portals in a more efficient manner. Rule 400 requires each person applying for registration with the Commission as a funding portal to file electronically with the Commission Form Funding Portal. Rule 400(a) requires a funding portal to become a member of a national securities association registered under Section 15A of the Exchange Act. Rule 400(b) requires a funding portal to file an amendment to Form Funding Portal if any information previously submitted on Form Funding Portal becomes inaccurate for any reason. Rule 400(c) provides that a funding portal can succeed to the business of a predecessor funding portal upon the successor filing a registration on Form Funding Portal and the predecessor filing a withdrawal on Form Funding Portal. Rule 400(d) requires a funding portal to promptly file a withdrawal of registration on Form Funding Portal upon ceasing to operate as a funding portal. Rule 400(e) states that duplicate originals of the applications and reports provided for in this section must be filed with surveillance personnel designated by any registered national securities association of which the funding portal is a member. Rule 400(f) requires a nonresident funding portal to: (1) obtain a written consent and power of attorney appointing an agent for service of process in the United States; (2) furnish the Commission with the name and address of its agent for services of process on Schedule C of Form Funding Portal; (3) certify that it can, as a matter of law, and will provide the Commission and any registered national securities association of which it becomes a member with prompt access to its books and records and can, as a matter of law, and will submit to onsite inspection and examination by E:\FR\FM\09MYN1.SGM 09MYN1 lotter on DSK11XQN23PROD with NOTICES1 19772 Federal Register / Vol. 90, No. 89 / Friday, May 9, 2025 / Notices the Commission and any registered national securities association of which it becomes a member; and (4) provide the Commission with an opinion of counsel and certify on Schedule C on Form Funding Portal that the firm can, as a matter of law, provide the Commission and registered national securities association of which it becomes a member with prompt access to its books and records and can, as a matter of law, submit to onsite inspection and examination by the Commission and any registered national securities association of which it becomes a member.2 Rule 403(a) requires a funding portal to implement written policies and procedures reasonably designed to achieve compliance with the federal securities laws and the rules and regulations thereunder relating to its business as a funding portal. Rule 403(b) provides that a funding portal must comply with privacy rules. Rule 404 requires all registered funding portals to maintain certain books and records relating to their funding portal activities, for not less than five years, the first two in an easily accessible place. Rule 404(e) requires funding portals to furnish promptly to the Commission, its representatives, and the registered national securities association of which the funding portal is a member true, correct, complete and current copies of such records of the funding portal that are requested by the representatives of the Commission and the registered national securities association. The Commission staff estimates that the annual industry time burden to comply with Rules 400–404 is approximately 36,315 hours per year. The Commission staff estimates that the annual industry cost burden to comply with Rules 400–404 is approximately $618,293 per year. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid OMB Control Number. Written comments are invited on: (a) whether this collection of information is necessary for the proper performance of the functions of the agency, including whether the information will have practical utility; (b) the accuracy of the agency’s estimate of the burden imposed by the collection of information; (c) ways to enhance the quality, utility, and clarity of the information collected; and 2 Exchange Act Section 3(h)(1)(C) permits us to impose, as part of our authority to exempt funding portals from broker registration, ‘‘such other requirements under [the Exchange Act] as the Commission determines appropriate.’’ VerDate Sep<11>2014 17:11 May 08, 2025 Jkt 265001 (d) ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology. The public may view and comment on this information collection request at: https://www.reginfo.gov/public/do/ PRAViewICR?ref_nbr=202412-3235-002 or send an email comment to MBX.OMB.OIRA.SEC_desk_officer@ omb.eop.gov within 30 days of the day after publication of this notice by June 9, 2025. Dated: May 5, 2025. Sherry R. Haywood, Assistant Secretary. [FR Doc. 2025–08122 Filed 5–8–25; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–102988; File No. SR– NASDAQ–2025–005] Self-Regulatory Organizations; Nasdaq Stock Market LLC; Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change To List and Trade Shares of the Canary Litecoin ETF Under Nasdaq Rule 5711(d) (CommodityBased Trust Shares) May 5, 2025. I. Introduction On January 15, 2025, The Nasdaq Stock Market LLC (‘‘Nasdaq’’) filed with the Securities and Exchange Commission (‘‘Commission’’), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 a proposed rule change to list and trade shares (‘‘Shares’’) of the Canary Litecoin ETF (‘‘Trust’’) under Nasdaq Rule 5711(d). The proposed rule change was published for comment in the Federal Register on February 4, 2025.3 On March 11, 2025, pursuant to Section 19(b)(2) of the Act,4 the Commission designated a longer period within which to approve the proposed rule change, disapprove the proposed rule change, or institute proceedings to determine whether to disapprove the proposed rule change.5 This order 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 See Securities Exchange Act Release No. 102303 (Jan. 29, 2025), 90 FR 8949 (‘‘Notice’’). Comments received on the proposed rule change are available at: https://www.sec.gov/comments/sr-nasdaq-2025005/srnasdaq2025005.htm. 4 15 U.S.C. 78s(b)(2). 5 See Securities Exchange Act Release No. 102585, 90 FR 12384 (Mar. 17, 2025). The 2 17 PO 00000 Frm 00105 Fmt 4703 Sfmt 4703 institutes proceedings under Section 19(b)(2)(B) of the Act 6 to determine whether to approve or disapprove the proposed rule change. II. Summary of the Proposal As described in more detail in the Notice,7 the Exchange proposes to list and trade the Shares of the Trust under Nasdaq Rule 5711(d), which governs the listing and trading of Commodity-Based Trust Shares on the Exchange. According to the Exchange, the investment objective of the Trust is for the Shares to seek to track the performance of Litecoin (‘‘LTC’’),8 as measured by the CoinDesk Litecoin Price Index (LTX)(‘‘Index’’), adjusted for the Trust’s expenses and other liabilities.9 In seeking to achieve its investment objective, the Trust will hold LTC and will value its Shares daily as of 4:00 p.m. Eastern time (‘‘ET’’) using the same methodology used to calculate the Index.10 The Trust’s assets will consist only of LTC and cash.11 When the Trust sells or redeems its Shares, it will do so in cash transactions with authorized participants in blocks of 10,000 Shares.12 III. Proceedings To Determine Whether To Approve or Disapprove SR– NASDAQ–2025–005 and Grounds for Disapproval Under Consideration The Commission is instituting proceedings pursuant to Section 19(b)(2)(B) of the Act 13 to determine whether the proposed rule change should be approved or disapproved. Institution of proceedings is appropriate at this time in view of the legal and policy issues raised by the proposed rule change. Institution of proceedings Commission designated May 5, 2025, as the date by which the Commission shall approve or disapprove, or institute proceedings to determine whether to disapprove, the proposed rule change. 6 15 U.S.C. 78s(b)(2)(B). 7 See Notice, supra note 3. 8 The Exchange states that LTC is a digital asset that is created and transmitted through the operations of the peer-to-peer, decentralized network of computers that operates on cryptographic protocols, known as the Litecoin Network. See id. at 8950. 9 See id. Canary Capital Group LLC is the sponsor of the Trust and CSC Delaware Trust Company is the trustee of the Trust. BitGo Trust Company, Inc. and Coinbase Custody Trust Company, LLC will be responsible for the custody of the Trust’s LTC. U.S. Bancorp Fund Services, LLC will be the administrator of the Trust. See id. at 8949–50. 10 See id. at 8950. The Index is calculated by applying a weighting algorithm to the price and trading volume data for the immediately preceding 24-hour period as of 4:00 p.m., New York time, derived from the selected digital asset trading platforms. CoinDesk Indices, Inc. publishes the Index. See id. at 8951. 11 See id. at 8950. 12 See id. 13 15 U.S.C. 78s(b)(2)(B). E:\FR\FM\09MYN1.SGM 09MYN1

Agencies

[Federal Register Volume 90, Number 89 (Friday, May 9, 2025)]
[Notices]
[Pages 19771-19772]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-08122]


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SECURITIES AND EXCHANGE COMMISSION

[OMB Control No. 3235-0727]


Submission for OMB Review; Comment Request; Extension: Rules 400-
404 of Regulation Crowdfunding (Funding Portals)

Upon Written Request, Copies Available From: Securities and Exchange 
Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 
20549-2736

    Notice is hereby given that pursuant to the Paperwork Reduction Act 
of 1995 (``PRA'') (44 U.S.C. 3501 et seq.), the Securities and Exchange 
Commission (``Commission'') has submitted to the Office of Management 
and Budget (``OMB'') a request for approval of extension of the 
previously approved collection of information provided for in Rules 
400-404 of Regulation Crowdfunding \1\ (17 CFR 227.400-227.404) under 
the Securities Exchange Act of 1934 (``Exchange Act'') (15 U.S.C. 78a 
et seq.).
---------------------------------------------------------------------------

    \1\ See Regulation Crowdfunding, Exchange Act Release No. 76324 
(Oct. 30, 2015), 80 FR 71387 (Nov. 16, 2015) (Final Rule) 
(``Regulation Crowdfunding'').
---------------------------------------------------------------------------

    The collections of information required under Rules 400 through 404 
is mandatory for all funding portals. Form Funding Portal helps ensure 
that the Commission can make information about funding portals 
transparent and easily accessible to the investing public, including 
issuers and obligated persons who engage funding portals; investors who 
may purchase securities through offerings on funding portals; and other 
regulators. Further, the information provided on Form Funding Portal 
expands the amount of publicly available information about funding 
portals, including disciplinary history. Consequently, the rules and 
forms allow issuers and the investing public, as well as others, to 
become more fully informed about funding portals in a more efficient 
manner.
    Rule 400 requires each person applying for registration with the 
Commission as a funding portal to file electronically with the 
Commission Form Funding Portal. Rule 400(a) requires a funding portal 
to become a member of a national securities association registered 
under Section 15A of the Exchange Act. Rule 400(b) requires a funding 
portal to file an amendment to Form Funding Portal if any information 
previously submitted on Form Funding Portal becomes inaccurate for any 
reason. Rule 400(c) provides that a funding portal can succeed to the 
business of a predecessor funding portal upon the successor filing a 
registration on Form Funding Portal and the predecessor filing a 
withdrawal on Form Funding Portal.
    Rule 400(d) requires a funding portal to promptly file a withdrawal 
of registration on Form Funding Portal upon ceasing to operate as a 
funding portal. Rule 400(e) states that duplicate originals of the 
applications and reports provided for in this section must be filed 
with surveillance personnel designated by any registered national 
securities association of which the funding portal is a member. Rule 
400(f) requires a nonresident funding portal to: (1) obtain a written 
consent and power of attorney appointing an agent for service of 
process in the United States; (2) furnish the Commission with the name 
and address of its agent for services of process on Schedule C of Form 
Funding Portal; (3) certify that it can, as a matter of law, and will 
provide the Commission and any registered national securities 
association of which it becomes a member with prompt access to its 
books and records and can, as a matter of law, and will submit to 
onsite inspection and examination by

[[Page 19772]]

the Commission and any registered national securities association of 
which it becomes a member; and (4) provide the Commission with an 
opinion of counsel and certify on Schedule C on Form Funding Portal 
that the firm can, as a matter of law, provide the Commission and 
registered national securities association of which it becomes a member 
with prompt access to its books and records and can, as a matter of 
law, submit to onsite inspection and examination by the Commission and 
any registered national securities association of which it becomes a 
member.\2\
---------------------------------------------------------------------------

    \2\ Exchange Act Section 3(h)(1)(C) permits us to impose, as 
part of our authority to exempt funding portals from broker 
registration, ``such other requirements under [the Exchange Act] as 
the Commission determines appropriate.''
---------------------------------------------------------------------------

    Rule 403(a) requires a funding portal to implement written policies 
and procedures reasonably designed to achieve compliance with the 
federal securities laws and the rules and regulations thereunder 
relating to its business as a funding portal. Rule 403(b) provides that 
a funding portal must comply with privacy rules. Rule 404 requires all 
registered funding portals to maintain certain books and records 
relating to their funding portal activities, for not less than five 
years, the first two in an easily accessible place. Rule 404(e) 
requires funding portals to furnish promptly to the Commission, its 
representatives, and the registered national securities association of 
which the funding portal is a member true, correct, complete and 
current copies of such records of the funding portal that are requested 
by the representatives of the Commission and the registered national 
securities association.
    The Commission staff estimates that the annual industry time burden 
to comply with Rules 400-404 is approximately 36,315 hours per year. 
The Commission staff estimates that the annual industry cost burden to 
comply with Rules 400-404 is approximately $618,293 per year.
    An agency may not conduct or sponsor, and a person is not required 
to respond to, a collection of information unless it displays a 
currently valid OMB Control Number.
    Written comments are invited on: (a) whether this collection of 
information is necessary for the proper performance of the functions of 
the agency, including whether the information will have practical 
utility; (b) the accuracy of the agency's estimate of the burden 
imposed by the collection of information; (c) ways to enhance the 
quality, utility, and clarity of the information collected; and (d) 
ways to minimize the burden of the collection of information on 
respondents, including through the use of automated collection 
techniques or other forms of information technology.
    The public may view and comment on this information collection 
request at: https://www.reginfo.gov/public/do/PRAViewICR?ref_nbr=202412-3235-002 or send an email comment to 
[email protected] within 30 days of the day 
after publication of this notice by June 9, 2025.

    Dated: May 5, 2025.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-08122 Filed 5-8-25; 8:45 am]
BILLING CODE 8011-01-P
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