Self-Regulatory Organizations; Cboe BZX Exchange, 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 21Shares Core XRP Trust Under BZX Rule 14.11(e)(4), Commodity-Based Trust Shares, 22367-22368 [2025-09395]

Download as PDF Federal Register / Vol. 90, No. 100 / Tuesday, May 27, 2025 / Notices For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.34 Sherry R. Haywood, Assistant Secretary. [FR Doc. 2025–09393 Filed 5–23–25; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–103080; File No. SR– CboeBZX–2025–021] Self-Regulatory Organizations; Cboe BZX Exchange, 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 21Shares Core XRP Trust Under BZX Rule 14.11(e)(4), Commodity-Based Trust Shares May 20, 2025. I. Introduction On February 6, 2025, Cboe BZX Exchange, Inc. (‘‘BZX’’ 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 21Shares Core XRP Trust (‘‘Trust’’) under BZX Rule 14.11(e)(4), Commodity-Based Trust Shares. On February 12, 2025, the Exchange filed Amendment No. 1 to the proposed rule change, which replaced and superseded the original filing in its entirety.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 published for comment in the Federal Register on February 21, 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 34 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 See Securities Exchange Act Release No. 102426 (Feb. 14, 2025), 90 FR 10093 (‘‘Notice’’). Comments received on the proposed rule change are available at: https://www.sec.gov/comments/sr-cboebzx-2025021/srcboebzx2025021.htm. 4 15 U.S.C. 78s(b)(2). 5 See Securities Exchange Act Release No. 102600, 90 FR 12408 (Mar. 17, 2025). The Commission designated May 22, 2025, as the date by which the Commission shall approve, disapprove, or institute proceedings to determine whether to disapprove the proposed rule change, as modified by Amendment No. 1. khammond on DSK9W7S144PROD with NOTICES 1 15 VerDate Sep<11>2014 17:22 May 23, 2025 Jkt 265001 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 As described in more detail in the Notice,7 the Exchange proposes to list and trade the Shares of the Trust under BZX Rule 14.11(e)(4), which governs the listing and trading of Commodity-Based Trust Shares on the Exchange. The investment objective of the Trust is to seek to track the performance of XRP,8 as measured by the performance of the CME CF XRP—Dollar Reference Rate—New York Variant (‘‘Pricing Benchmark’’), adjusted for the Trust’s expenses and other liabilities.9 In seeking to achieve its investment objective, the Trust will hold XRP and will value the Shares daily as of 4:00 p.m. ET using the same methodology used to calculate the Pricing Benchmark.10 The Trust’s assets will only consist of XRP, cash, and cash equivalents.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– CboeBZX–2025–021 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, 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. 6 15 U.S.C. 78s(b)(2)(B). Notice, supra note 3. 8 The Exchange states that XRP is a digital asset that is created and transmitted through the operations of the XRP Ledger, a distributed ledger upon which XRP transactions are processed and settled. See id. at 10095. 9 See id. at 10097. 21Shares US, LLC is the sponsor of the Trust, CSC Delaware Trust Company is the trustee, and Coinbase Custody Trust Company, LLC will be responsible for custody of the Trust’s XRP. See id. at 10094, 10096. 10 See id. at 10097. 11 See id. at 10096. 12 See id. at 10097. 13 15 U.S.C. 78s(b)(2)(B). 7 See PO 00000 Frm 00144 Fmt 4703 Sfmt 4703 22367 Pursuant to Section 19(b)(2)(B) of the Act,14 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.’’ 15 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 XRP, 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.16 Interested persons are invited to submit written data, views, and arguments regarding whether the proposed rule change, as modified by 14 Id. 15 15 U.S.C. 78f(b)(5). 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). 16 Section E:\FR\FM\27MYN1.SGM 27MYN1 22368 Federal Register / Vol. 90, No. 100 / Tuesday, May 27, 2025 / Notices 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: For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.17 Sherry R. Haywood, Assistant Secretary. [FR Doc. 2025–09395 Filed 5–23–25; 8:45 am] BILLING CODE 8011–01–P 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– CboeBZX–2025–021 on the subject line. Paper Comments khammond on DSK9W7S144PROD with NOTICES • 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–CboeBZX–2025–021. 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–CboeBZX–2025–021 and should be submitted on or before June 17, 2025. Rebuttal comments should be submitted by July 1, 2025. VerDate Sep<11>2014 17:22 May 23, 2025 Jkt 265001 SECURITIES AND EXCHANGE COMMISSION [Release No. 34–103086; File No. SR– NYSEARCA–2025–25] Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Designation of a Longer Period for Commission Action on a Proposed Rule Change, as Modified by Amendment No. 1, To Amend the Bitwise Ethereum ETF To Permit Staking On March 20, 2025, NYSE Arca, Inc. (‘‘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 amend the rule governing the listing and trading of shares of the Bitwise Ethereum ETF to permit staking. On March 24, 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 published for comment in the Federal Register on April 7, 2025.3 Section 19(b)(2) of the Act 4 provides that within 45 days of the publication of notice of the filing of a proposed rule change, or within such longer period up to 90 days as the Commission may designate if it finds such longer period to be appropriate and publishes its reasons for so finding or as to which the self-regulatory organization consents, the Commission shall either approve the proposed rule change, disapprove the proposed rule change, or institute proceedings to determine whether the proposed rule change should be disapproved. The 45th day after publication of the notice for this proposed rule change is May 22, 2025. 17 17 CFR 200.30–3(a)(57). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 See Securities Exchange Act Release No. 102754 (Apr. 1, 2025), 90 FR 15023. Comments on the proposed rule change may be viewed at https:// www-draft.sec.gov/comments/sr-nysearca-2025-25/ srnysearca202525.htm. 4 15 U.S.C. 78s(b)(2). 1 15 Frm 00145 For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.6 Sherry R. Haywood, Assistant Secretary. [FR Doc. 2025–09402 Filed 5–23–25; 8:45 am] BILLING CODE 8011–01–P May 20, 2025. PO 00000 The Commission is extending this 45day time period. The Commission finds it appropriate to designate a longer period within which to take action on the proposed rule change so that it has sufficient time to consider the proposed rule change and the issues raised therein. Accordingly, the Commission, pursuant to Section 19(b)(2) of the Act,5 designates July 6, 2025, as the date by which the Commission shall either approve or disapprove, or institute proceedings to determine whether to disapprove, the proposed rule change (File No. SR–NYSEARCA–2025–25). Fmt 4703 Sfmt 4703 SECURITIES AND EXCHANGE COMMISSION [Release No. 34–103082; File No. SR– CboeBZX–2025–067] Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Increase the Monthly Fee for 10 Gb Physical Ports May 20, 2025. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that on May 9, 2025, Cboe BZX Exchange, Inc. (‘‘Exchange’’ or ‘‘BZX’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to increase the monthly fee for 10 Gb physical ports. The text of the proposed rule change is provided in Exhibit 5. The text of the proposed rule change is also available on the Exchange’s website (https://markets.cboe.com/us/ equities/regulation/rule_filings/BZX/), at the Exchange’s Office of the 5 15 U.S.C. 78s(b)(2). CFR 200.30–3(a)(31). 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 6 17 E:\FR\FM\27MYN1.SGM 27MYN1

Agencies

[Federal Register Volume 90, Number 100 (Tuesday, May 27, 2025)]
[Notices]
[Pages 22367-22368]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-09395]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-103080; File No. SR-CboeBZX-2025-021]


Self-Regulatory Organizations; Cboe BZX Exchange, 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 21Shares Core XRP Trust Under BZX Rule 14.11(e)(4), 
Commodity-Based Trust Shares

May 20, 2025.

I. Introduction

    On February 6, 2025, Cboe BZX Exchange, Inc. (``BZX'' 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 
21Shares Core XRP Trust (``Trust'') under BZX Rule 14.11(e)(4), 
Commodity-Based Trust Shares. On February 12, 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 published for comment in 
the Federal Register on February 21, 2025.\3\
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 102426 (Feb. 14, 
2025), 90 FR 10093 (``Notice''). Comments received on the proposed 
rule change are available at: https://www.sec.gov/comments/sr-cboebzx-2025-021/srcboebzx2025021.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. 102600, 90 FR 12408 
(Mar. 17, 2025). The Commission designated May 22, 2025, as the date 
by which the Commission shall approve, 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 BZX Rule 14.11(e)(4), 
which governs the listing and trading of Commodity-Based Trust Shares 
on the Exchange.
---------------------------------------------------------------------------

    \7\ See Notice, supra note 3.
---------------------------------------------------------------------------

    The investment objective of the Trust is to seek to track the 
performance of XRP,\8\ as measured by the performance of the CME CF 
XRP--Dollar Reference Rate--New York Variant (``Pricing Benchmark''), 
adjusted for the Trust's expenses and other liabilities.\9\ In seeking 
to achieve its investment objective, the Trust will hold XRP and will 
value the Shares daily as of 4:00 p.m. ET using the same methodology 
used to calculate the Pricing Benchmark.\10\ The Trust's assets will 
only consist of XRP, cash, and cash equivalents.\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\
---------------------------------------------------------------------------

    \8\ The Exchange states that XRP is a digital asset that is 
created and transmitted through the operations of the XRP Ledger, a 
distributed ledger upon which XRP transactions are processed and 
settled. See id. at 10095.
    \9\ See id. at 10097. 21Shares US, LLC is the sponsor of the 
Trust, CSC Delaware Trust Company is the trustee, and Coinbase 
Custody Trust Company, LLC will be responsible for custody of the 
Trust's XRP. See id. at 10094, 10096.
    \10\ See id. at 10097.
    \11\ See id. at 10096.
    \12\ See id. at 10097.
---------------------------------------------------------------------------

III. Proceedings To Determine Whether To Approve or Disapprove SR-
CboeBZX-2025-021 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, 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.
---------------------------------------------------------------------------

    \13\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

    Pursuant to Section 19(b)(2)(B) of the Act,\14\ 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.'' \15\
---------------------------------------------------------------------------

    \14\ Id.
    \15\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    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 XRP, 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.\16\
---------------------------------------------------------------------------

    \16\ 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).
---------------------------------------------------------------------------

    Interested persons are invited to submit written data, views, and 
arguments regarding whether the proposed rule change, as modified by

[[Page 22368]]

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-CboeBZX-2025-021 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-CboeBZX-2025-021. 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-CboeBZX-2025-021 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.\17\
---------------------------------------------------------------------------

    \17\ 17 CFR 200.30-3(a)(57).
---------------------------------------------------------------------------

Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-09395 Filed 5-23-25; 8:45 am]
BILLING CODE 8011-01-P


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