Self-Regulatory Organizations; NYSE Arca, Inc.; Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change, as Modified by Amendment No. 1, To List and Trade Shares of the Grayscale Dogecoin Trust Under NYSE Arca Rule 8.201-E, Commodity-Based Trust Shares, 22413-22415 [2025-09394]
Download as PDF
<![CDATA[
Federal Register / Vol. 90, No. 100 / Tuesday, May 27, 2025 / Notices
may participate on, including 15 other
equities exchanges, as well as offexchange venues, where competitive
products are available for trading.
Indeed, participants can readily choose
to submit their order flow to other
exchange and off-exchange venues if
they deem fee levels at those other
venues to be more favorable. Further, as
described above, Nasdaq also already
provides a similar offering.29
Moreover, the Commission has
repeatedly expressed its preference for
competition over regulatory
intervention in determining prices,
products, and services in the securities
markets. Specifically, in Regulation
NMS, the Commission highlighted the
importance of market forces in
determining prices and SRO revenues
and, also, recognized that current
regulation of the market system ‘‘has
been remarkably successful in
promoting market competition in its
broader forms that are most important to
investors and listed companies.’’ 30 The
fact that this market is competitive has
also long been recognized by the courts.
In NetCoalition v. Securities and
Exchange Commission, the D.C. Circuit
stated as follows: ‘‘[n]o one disputes
that competition for order flow is
‘fierce.’ . . . As the SEC explained, ‘[i]n
the U.S. national market system, buyers
and sellers of securities, and the brokerdealers that act as their order-routing
agents, have a wide range of choices of
where to route orders for execution’;
[and] ‘no exchange can afford to take its
market share percentages for granted’
because ‘no exchange possesses a
monopoly, regulatory or otherwise, in
the execution of order flow from broker
dealers’. . . .’’.31 Accordingly, the
Exchange does not believe its proposed
change imposes any burden on
competition that is not necessary or
appropriate in furtherance of the
purposes of the Act.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received from
Members, Participants, or Others
khammond on DSK9W7S144PROD with NOTICES
The Exchange neither solicited nor
received comments on the proposed
rule change.
29 See The Nasdaq Stock Market, Equity 7 Pricing
Schedule, Section 115(g)(3), Dedicated Ouch Port
Infrastructure.
30 See Securities Exchange Act Release No. 51808
(June 9, 2005), 70 FR 37496, 37499 (June 29, 2005).
31 NetCoalition v. SEC, 615 F.3d 525, 539 (D.C.
Cir. 2010) (quoting Securities Exchange Act Release
No. 59039 (December 2, 2008), 73 FR 74770, 74782–
83 (December 9, 2008) (SR–NYSEArca–2006–21)).
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17:22 May 23, 2025
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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)
of the Act 32 and paragraph (f) of Rule
19b–4 33 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 will institute proceedings
to determine whether the proposed rule
change should be approved or
disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
Electronic Comments
• Use the Commission’s internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include file number SR–
CboeEDGA–2025–011 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–CboeEDGA–2025–011. 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–CboeEDGA–2025–011 and should
be submitted on or before June 17, 2025.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.34
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025–09392 Filed 5–23–25; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–103079; File No. SR–
NYSEARCA–2025–09]
Self-Regulatory Organizations; NYSE
Arca, Inc.; Order Instituting
Proceedings To Determine Whether To
Approve or Disapprove a Proposed
Rule Change, as Modified by
Amendment No. 1, To List and Trade
Shares of the Grayscale Dogecoin
Trust Under NYSE Arca Rule 8.201–E,
Commodity-Based Trust Shares
May 20, 2025.
I. Introduction
On January 31, 2025, NYSE Arca, Inc.
(‘‘NYSE Arca’’ or ‘‘Exchange’’) 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 Grayscale Dogecoin
Trust (‘‘Trust’’) under NYSE Arca Rule
8.201–E, Commodity-Based Trust
Shares. On February 10, 2025, the
Exchange filed Amendment No. 1 to the
proposed rule change, which replaced
and superseded the original filing in its
entirety. The proposed rule change, as
modified by Amendment No 1, was
34 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
32 15
U.S.C. 78s(b)(3)(A).
33 17 CFR 240.19b–4(f).
PO 00000
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22413
E:\FR\FM\27MYN1.SGM
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Federal Register / Vol. 90, No. 100 / Tuesday, May 27, 2025 / Notices
published for comment in the Federal
Register on February 20, 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
institutes proceedings under Section
19(b)(2)(B) of the Act 6 to determine
whether to approve or disapprove the
proposed rule change, as modified by
Amendment No. 1.
II. Summary of the Proposal, as
Modified by Amendment No. 1
khammond on DSK9W7S144PROD with NOTICES
As described in more detail in the
Notice,7 the Exchange proposes to list
and trade the Shares of the Trust under
NYSE Arca Rule 8.201–E, 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 value of the Shares to reflect the
value of the Dogecoin (‘‘DOGE’’) held by
the Trust,8 determined by reference to
the ‘‘Index Price,’’ less the Trust’s
expenses and other liabilities.9 The
‘‘Index Price’’ is the U.S. dollar value of
a DOGE derived from the ‘‘Digital Asset
Trading Platforms’’ 10 that are reflected
in the CoinDesk Dogecoin Price Index
(DCX) (‘‘Index’’), calculated at 4:00 p.m.,
3 See Securities Exchange Act Release No. 102416
(Feb. 13, 2025), 90 FR 9985 (‘‘Notice’’). Comments
received on the proposed rule change are available
at: https://www.sec.gov/comments/sr-nysearca2025-09/srnysearca202509.htm.
4 15 U.S.C. 78s(b)(2).
5 See Securities Exchange Act Release No.
102582, 90 FR 12371 (Mar. 17, 2025). The
Commission designated May 21, 2025, as the date
by which the Commission shall approve or
disapprove, or institute proceedings to determine
whether to disapprove, the proposed rule change,
as modified by Amendment No. 1.
6 15 U.S.C. 78s(b)(2)(B).
7 See Notice, supra note 3.
8 The Exchange states that DOGE is a digital asset
that is created and transmitted through the
operations of the peer-to-peer Dogecoin Network, a
decentralized network of computers that operates
on cryptographic protocols. See id. at 9987.
9 See id. at 9986. Grayscale Operating, LLC and
Grayscale Investments Sponsors, LLC are the
sponsors of the Trust and are indirect wholly
owned subsidiaries of Digital Currency Group, Inc.
The Exchange states that as of May 3, 2025,
Grayscale Operating, LLC will cease to act as
sponsor of the Trust and Grayscale Investment
Sponsors, LLC will be sole sponsor of the Trust.
Delaware Trust Company is the trustee of the Trust,
and Coinbase Custody Trust Company, LLC is the
custodian for the Trust’s DOGE. See id. at 9985.
10 According to the Exchange, a ‘‘Digital Asset
Trading Platform’’ is an electronic marketplace
where trading participants may trade, buy and sell
DOGE based on bid-ask trading. See id. at 9986
n.14.
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17:22 May 23, 2025
Jkt 265001
New York time, on each business day.11
The Trust’s assets will consist solely of
DOGE.12 The Trust creates and redeems
Shares in cash with authorized
participants on an ongoing basis in one
or more blocks of 10,000 Shares.13
III. Proceedings To Determine Whether
To Approve or Disapprove SR–
NYSEARCA–2025–09 and Grounds for
Disapproval Under Consideration
The Commission is instituting
proceedings pursuant to Section
19(b)(2)(B) of the Act 14 to determine
whether the proposed rule change, as
modified by Amendment No. 1, 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 does
not indicate that the Commission has
reached any conclusions with respect to
any of the issues involved. Rather, the
Commission seeks and encourages
interested persons to provide comments
on the proposed rule change.
Pursuant to Section 19(b)(2)(B) of the
Act,15 the Commission is providing
notice of the grounds for disapproval
under consideration. The Commission is
instituting proceedings to allow for
additional analysis of the proposed rule
change’s consistency with Section
6(b)(5) of the Act, which requires,
among other things, that the rules of a
national securities exchange be
‘‘designed to prevent fraudulent and
manipulative acts and practices’’ and
‘‘to protect investors and the public
interest.’’ 16
The Commission asks that
commenters address the sufficiency of
the Exchange’s statements in support of
the proposal, which are set forth in the
Notice, in addition to any other
comments they may wish to submit
about the proposed rule change. In
particular, the Commission seeks
comment on whether the proposal to list
and trade Shares of the Trust, which
would hold DOGE, is designed to
prevent fraudulent and manipulative
acts and practices or raises any new or
novel concerns not previously
contemplated by the Commission.
IV. Procedure: Request for Written
Comments
The Commission requests that
interested persons provide written
submissions of their views, data, and
11 See id. at 9986 n.10. The index provider for the
Trust is CoinDesk Indices, Inc. See id. at 9987.
12 See id. at 9986.
13 See id. at 9995–96.
14 15 U.S.C. 78s(b)(2)(B).
15 Id.
16 15 U.S.C. 78f(b)(5).
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Frm 00191
Fmt 4703
Sfmt 4703
arguments with respect to the issues
identified above, as well as any other
concerns they may have with the
proposal. In particular, the Commission
invites the written views of interested
persons concerning whether the
proposal, as modified by Amendment
No. 1, is consistent with Section 6(b)(5)
or any other provision of the Act, and
the rules and regulations thereunder.
Although there do not appear to be any
issues relevant to approval or
disapproval that would be facilitated by
an oral presentation of views, data, and
arguments, the Commission will
consider, pursuant to Rule 19b–4, any
request for an opportunity to make an
oral presentation.17
Interested persons are invited to
submit written data, views, and
arguments regarding whether the
proposed rule change, as modified by
Amendment No. 1, should be approved
or disapproved by June 17, 2025. Any
person who wishes to file a rebuttal to
any other person’s submission must file
that rebuttal by July 1, 2025.
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–
NYSEARCA–2025–09 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–NYSEARCA–2025–09. 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
17 Section 19(b)(2) of the Act, as amended by the
Securities Acts Amendments of 1975, Public Law
94–29 (June 4, 1975), grants the Commission
flexibility to determine what type of proceeding—
either oral or notice and opportunity for written
comments—is appropriate for consideration of a
particular proposal by a self-regulatory
organization. See Securities Acts Amendments of
1975, Senate Comm. on Banking, Housing & Urban
Affairs, S. Rep. No. 75, 94th Cong., 1st Sess. 30
(1975).
E:\FR\FM\27MYN1.SGM
27MYN1
Federal Register / Vol. 90, No. 100 / Tuesday, May 27, 2025 / Notices
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–NYSEARCA–2025–09 and should be
submitted on or before June 17, 2025.
Rebuttal comments should be submitted
by July 1, 2025.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.18
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025–09394 Filed 5–23–25; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–103093; File No. SR–
SAPPHIRE–2025–23]
Self-Regulatory Organizations; MIAX
Sapphire, LLC; Notice of Filing and
Immediate Effectiveness of a Proposed
Rule Change To Amend the MIAX
Sapphire Fee Schedule To Adopt New
Fee Categories for the Exchange’s
Proprietary Market Data Feeds
khammond on DSK9W7S144PROD with NOTICES
May 20, 2025.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (‘‘Act’’
or ‘‘Exchange Act’’),1 and Rule 19b–4
thereunder,2 notice is hereby given that
on May 7, 2025, MIAX Sapphire, LLC
(‘‘MIAX Sapphire’’ or ‘‘Exchange’’) filed
with the Securities and Exchange
Commission (‘‘Commission’’) a
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
18 17
CFR 200.30–3(a)(57).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
VerDate Sep<11>2014
17:22 May 23, 2025
Jkt 265001
proposed rule change from interested
persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange is filing a proposal to
amend the MIAX Sapphire Options
Exchange Fee Schedule (the ‘‘Fee
Schedule’’) to adopt new fee categories
for the Exchange’s proprietary market
data feeds: (i) MIAX Sapphire Top of
Market (‘‘ToM’’) data feed; (ii) MIAX
Sapphire Complex Top of Market
(‘‘cToM’’) data feed; and (iii) MIAX
Sapphire Liquidity Feed (‘‘SLF’’)
(collectively, the ‘‘market data feeds’’).
The text of the proposed rule change
is available on the Exchange’s website at
https://www.miaxglobal.com/markets/
us-options/all-options-exchanges/rulefilings, at MIAX Sapphire’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
The Exchange offers three standard
proprietary market data products, ToM,
cToM, and SLF. The ToM data feed is
a data feed that contains the Exchange’s
best bid and offer, with aggregate size,
and last sale information, based on
order and quoting interest on the
Exchange.3 The ToM data feed includes
data that is identical to the data sent to
the processor for the Options Price
Reporting Authority (‘‘OPRA’’). The
data for ToM and OPRA leave the
System 4 at the same time, as required
under Section 5.2(c)(iii)(B) of the
Limited Liability Company Agreement
3 See Securities Exchange Act Release No. 100588
(July 25, 2024), 89 FR 61554 (July 31, 2024) (SR–
SAPPHIRE–2024–01).
4 The term ‘‘System’’ means the automated
trading system used by the Exchange for the trading
of securities. See Exchange Rule 100.
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Frm 00192
Fmt 4703
Sfmt 4703
22415
of the Options Price Reporting
Authority LLC (the ‘‘OPRA Plan’’),
which prohibits the dissemination of
proprietary information on any more
timely basis than the same information
is furnished to the OPRA system for
inclusion in OPRA’s consolidated
dissemination of options information.
The cToM data feed includes the same
types of information as ToM, but for
Complex Orders 5 on the Exchange’s
Strategy Book.6 This information
includes the Exchange’s best bid and
offer for a complex strategy,7 with
aggregate size, based on displayable
orders in the complex strategy. The
cToM data feed also provides
subscribers with the following
information: (i) the identification of the
complex strategies currently trading on
the Exchange; (ii) complex strategy last
sale information; and (iii) the status of
securities underlying the complex
strategy (e.g., halted, open, or resumed).
The SLF data feed provides market
participants with a direct data feed that
allows subscribers to receive real-time
updates of options orders, products
traded on MIAX Sapphire, MIAX
Sapphire System status, and MIAX
Sapphire underlying trading status.8
When an order is received or an order
state changes, published order
information will be transmitted over
SLF, including time stamp, action,
product ID, order ID, order side, order
type, order price, original order size,
open order size, time in force, origin,
open or close, and route instruction. For
complex orders, complex strategy
definition notification and complex
order notice are also included.
Subscribers to the SLF will get a list of
all options symbols and strategies that
will be traded and sourced on that feed
at the start of every session.
Section 6 of the Fee Schedule, Market
Data Fees, provides fees for the ToM,
5 In sum, a ‘‘Complex Order’’ is ‘‘any order
involving the concurrent purchase and/or sale of
two or more different options in the same
underlying security (the ‘legs’ or ‘components’ of
the complex order), for the same account . . . .’’
See Exchange Rule 518(a)(5).
6 The ‘‘Strategy Book’’ is the Exchange’s
electronic book of complex orders and complex
quotes. See Exchange Rule 518(a)(19).
7 The term ‘‘complex strategy’’ means a particular
combination of components and their ratios to one
another. New complex strategies can be created as
the result of the receipt of a complex order or by
the Exchange for a complex strategy that is not
currently in the System. The Exchange may limit
the number of new complex strategies that may be
in the System at a particular time and will
communicate this limitation to Members via
Regulatory Circular. See Exchange Rule 518(a)(6).
8 The Exchange established the Definitions
section of the Fee Schedule in a separate rule filing.
See Securities Exchange Act Release No. 100683
(August 9, 2024), 89 FR 66467 (August 15, 2024)
(SR–SAPPHIRE–2024–13).
E:\FR\FM\27MYN1.SGM
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]]>Agencies
[Federal Register Volume 90, Number 100 (Tuesday, May 27, 2025)]
[Notices]
[Pages 22413-22415]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-09394]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-103079; File No. SR-NYSEARCA-2025-09]
Self-Regulatory Organizations; NYSE Arca, Inc.; Order Instituting
Proceedings To Determine Whether To Approve or Disapprove a Proposed
Rule Change, as Modified by Amendment No. 1, To List and Trade Shares
of the Grayscale Dogecoin Trust Under NYSE Arca Rule 8.201-E,
Commodity-Based Trust Shares
May 20, 2025.
I. Introduction
On January 31, 2025, NYSE Arca, Inc. (``NYSE Arca'' or
``Exchange'') 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
Grayscale Dogecoin Trust (``Trust'') under NYSE Arca Rule 8.201-E,
Commodity-Based Trust Shares. On February 10, 2025, the Exchange filed
Amendment No. 1 to the proposed rule change, which replaced and
superseded the original filing in its entirety. The proposed rule
change, as modified by Amendment No 1, was
[[Page 22414]]
published for comment in the Federal Register on February 20, 2025.\3\
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 102416 (Feb. 13,
2025), 90 FR 9985 (``Notice''). Comments received on the proposed
rule change are available at: https://www.sec.gov/comments/sr-nysearca-2025-09/srnysearca202509.htm.
---------------------------------------------------------------------------
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 institutes proceedings under Section 19(b)(2)(B)
of the Act \6\ to determine whether to approve or disapprove the
proposed rule change, as modified by Amendment No. 1.
---------------------------------------------------------------------------
\4\ 15 U.S.C. 78s(b)(2).
\5\ See Securities Exchange Act Release No. 102582, 90 FR 12371
(Mar. 17, 2025). The Commission designated May 21, 2025, as the date
by which the Commission shall approve or disapprove, or institute
proceedings to determine whether to disapprove, the proposed rule
change, as modified by Amendment No. 1.
\6\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------
II. Summary of the Proposal, as Modified by Amendment No. 1
As described in more detail in the Notice,\7\ the Exchange proposes
to list and trade the Shares of the Trust under NYSE Arca Rule 8.201-E,
which governs the listing and trading of Commodity-Based Trust Shares
on the Exchange.
---------------------------------------------------------------------------
\7\ See Notice, supra note 3.
---------------------------------------------------------------------------
According to the Exchange, the investment objective of the Trust is
for the value of the Shares to reflect the value of the Dogecoin
(``DOGE'') held by the Trust,\8\ determined by reference to the ``Index
Price,'' less the Trust's expenses and other liabilities.\9\ The
``Index Price'' is the U.S. dollar value of a DOGE derived from the
``Digital Asset Trading Platforms'' \10\ that are reflected in the
CoinDesk Dogecoin Price Index (DCX) (``Index''), calculated at 4:00
p.m., New York time, on each business day.\11\ The Trust's assets will
consist solely of DOGE.\12\ The Trust creates and redeems Shares in
cash with authorized participants on an ongoing basis in one or more
blocks of 10,000 Shares.\13\
---------------------------------------------------------------------------
\8\ The Exchange states that DOGE is a digital asset that is
created and transmitted through the operations of the peer-to-peer
Dogecoin Network, a decentralized network of computers that operates
on cryptographic protocols. See id. at 9987.
\9\ See id. at 9986. Grayscale Operating, LLC and Grayscale
Investments Sponsors, LLC are the sponsors of the Trust and are
indirect wholly owned subsidiaries of Digital Currency Group, Inc.
The Exchange states that as of May 3, 2025, Grayscale Operating, LLC
will cease to act as sponsor of the Trust and Grayscale Investment
Sponsors, LLC will be sole sponsor of the Trust. Delaware Trust
Company is the trustee of the Trust, and Coinbase Custody Trust
Company, LLC is the custodian for the Trust's DOGE. See id. at 9985.
\10\ According to the Exchange, a ``Digital Asset Trading
Platform'' is an electronic marketplace where trading participants
may trade, buy and sell DOGE based on bid-ask trading. See id. at
9986 n.14.
\11\ See id. at 9986 n.10. The index provider for the Trust is
CoinDesk Indices, Inc. See id. at 9987.
\12\ See id. at 9986.
\13\ See id. at 9995-96.
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III. Proceedings To Determine Whether To Approve or Disapprove SR-
NYSEARCA-2025-09 and Grounds for Disapproval Under Consideration
The Commission is instituting proceedings pursuant to Section
19(b)(2)(B) of the Act \14\ to determine whether the proposed rule
change, as modified by Amendment No. 1, 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 does not indicate that the Commission has
reached any conclusions with respect to any of the issues involved.
Rather, the Commission seeks and encourages interested persons to
provide comments on the proposed rule change.
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\14\ 15 U.S.C. 78s(b)(2)(B).
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Pursuant to Section 19(b)(2)(B) of the Act,\15\ the Commission is
providing notice of the grounds for disapproval under consideration.
The Commission is instituting proceedings to allow for additional
analysis of the proposed rule change's consistency with Section 6(b)(5)
of the Act, which requires, among other things, that the rules of a
national securities exchange be ``designed to prevent fraudulent and
manipulative acts and practices'' and ``to protect investors and the
public interest.'' \16\
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\15\ Id.
\16\ 15 U.S.C. 78f(b)(5).
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The Commission asks that commenters address the sufficiency of the
Exchange's statements in support of the proposal, which are set forth
in the Notice, in addition to any other comments they may wish to
submit about the proposed rule change. In particular, the Commission
seeks comment on whether the proposal to list and trade Shares of the
Trust, which would hold DOGE, is designed to prevent fraudulent and
manipulative acts and practices or raises any new or novel concerns not
previously contemplated by the Commission.
IV. Procedure: Request for Written Comments
The Commission requests that interested persons provide written
submissions of their views, data, and arguments with respect to the
issues identified above, as well as any other concerns they may have
with the proposal. In particular, the Commission invites the written
views of interested persons concerning whether the proposal, as
modified by Amendment No. 1, is consistent with Section 6(b)(5) or any
other provision of the Act, and the rules and regulations thereunder.
Although there do not appear to be any issues relevant to approval or
disapproval that would be facilitated by an oral presentation of views,
data, and arguments, the Commission will consider, pursuant to Rule
19b-4, any request for an opportunity to make an oral presentation.\17\
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\17\ Section 19(b)(2) of the Act, as amended by the Securities
Acts Amendments of 1975, Public Law 94-29 (June 4, 1975), grants the
Commission flexibility to determine what type of proceeding--either
oral or notice and opportunity for written comments--is appropriate
for consideration of a particular proposal by a self-regulatory
organization. See Securities Acts Amendments of 1975, Senate Comm.
on Banking, Housing & Urban Affairs, S. Rep. No. 75, 94th Cong., 1st
Sess. 30 (1975).
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Interested persons are invited to submit written data, views, and
arguments regarding whether the proposed rule change, as modified by
Amendment No. 1, should be approved or disapproved by June 17, 2025.
Any person who wishes to file a rebuttal to any other person's
submission must file that rebuttal by July 1, 2025.
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-NYSEARCA-2025-09 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-NYSEARCA-2025-09. 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
[[Page 22415]]
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-NYSEARCA-2025-09 and should be submitted on or before June 17, 2025.
Rebuttal comments should be submitted by July 1, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\18\
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\18\ 17 CFR 200.30-3(a)(57).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-09394 Filed 5-23-25; 8:45 am]
BILLING CODE 8011-01-P
