Voglio sapere a riguardo di…

Federal Register / Vol. 86, No. 22 / Thursday, February 4, 2021 / Notices
jbell on DSKJLSW7X2PROD with NOTICES

adequate revenue to meet is regulatory responsibilities. The Exchange notes that the fee deferral will not cause any reduction to the Exchanges revenue and no other company will be required to pay higher fees as a result of the proposed amendments and represents that the proposed fee deferral will have no impact on the resources available for its regulatory programs.
The Exchange proposes to amend Section 902.02 to make it clear that the statement in that section that initial listing fees are payable at the time of listing will not be applicable to Acquisition Companies.
2. Statutory Basis The Exchange believes that the proposed rule change is consistent with Section 6b of the Act,6 in general, and furthers the objectives of Section 6b4 7 of the Act, in particular, in that it is designed to provide for the equitable allocation of reasonable dues, fees, and other charges. The Exchange also believes that the proposed rule change is consistent with Section 6b5
of the Act,8 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.
As a preliminary matter, the Exchange competes for listings with other national securities exchanges and companies can easily choose to list on, or transfer to, those alternative venues. As a result, the fees the Exchange can charge listed companies are constrained by the fees charged by its competitors and the Exchange cannot charge prices in a manner that would be unreasonable, inequitable, or unfairly discriminatory.
The Exchange believes that the proposed rule change to defer the initial listing fees charged to Acquisition Companies as set forth in Section 902.11
for one year from the date of listing is reasonable and not unfairly discriminatory because it recognizes the unique structure of Acquisition Companies that results in a sponsors extreme fee sensitivity, particularly during the initial post-IPO period before any substantial amount of interest is 6 15

U.S.C. 78fb.
U.S.C. 78fb4.
8 15 U.S.C. 78fb5.
7 15

VerDate Sep<11>2014

17:13 Feb 03, 2021

Jkt 253001

earned from the trust account. Unlike other companies, which have preexisting operations and immediate access to the IPO proceeds, Acquisition Companies are unique because at least 90%, and typically 100%, of the IPO
proceeds are held in trust for the shareholders and are not available to fund the Acquisition Companys operations. Acquisition Companies also do not have any prior operations that generate cash that could be used to fund their operations. The Exchange also believes that the proposed fee deferral is reasonable in that it will create a commercial incentive for sponsors to list Acquisition Companies on the Exchange. The Exchange competes for listings, in part, by the level of its listing fees. As Nasdaq has previously adopted a one year deferral of its entry fees for Acquisition Companies, it is reasonable for the Exchange to adopt a comparable deferral to enable it to remain competitive in the market for the listing of Acquisition Companies.
The Exchange also notes that no other company will be required to pay higher fees as a result of the proposed amendments. Therefore, the Exchange believes that allowing an Acquisition Company to pay initial listing fees on a deferred basis is reasonable and not inequitable or unfairly discriminatory.
Finally, the Exchange believes that the proposal to defer such fees is consistent with the investor protection objectives of Section 6b5 of the Act in that they are designed to promote just and equitable principles of trade, to remove impediments to a free and open market and national market system, and in general to protect investors and the public interest. Specifically, the amount of revenue deferred by allowing Acquisition Companies to pay initial listing fees one year from the date of listing is not substantial, and the fee deferral may result in more Acquisition Companies listing on the Exchange, thereby increasing the resources available for the Exchanges listing compliance program, which helps assure that listing standards are properly enforced and investors are protected. In addition, the Exchange believes that the market practice of depositing 100% of the gross proceeds of the IPO in a trust account for the benefit of shareholders rather than the required 90% benefits those shareholders and is consistent with the investor protection goals of the Act because it helps assure that shareholders exercising their right to redeem their shares for a pro rata share of the trust account will receive the full IPO price paid, rather than a lesser amount guaranteed by NYSE rules.

PO 00000

Frm 00082

Fmt 4703

Sfmt 4703

8241

The Exchange believes that the potential impact on revenue from the initial listing fee deferral, as proposed, will not hinder its ability to fulfill its regulatory responsibilities.
B. Self-Regulatory Organizations Statement on Burden on Competition The Exchange does not believe that the proposed rule change will result in any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act, as amended.
The market for listing services is extremely competitive and listed companies may freely choose alternative venues based on the aggregate fees assessed, and the value provided by each listing. This rule proposal does not burden competition with other listing venues, which are similarly free to set their fees. The Exchange notes that Nasdaq is its primary competitor for the listing of Acquisition Companies and that Nasdaq has already adopted a deferral of its listing fees comparable to the one the Exchange is proposing. For these reasons, the Exchange does not believe that the proposed rule change will result in any burden on competition for listings.
C. Self-Regulatory Organizations 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 The foregoing rule change is effective upon filing pursuant to Section 19b3A 9 of the Act and subparagraph f2 of Rule 19b4 10
thereunder, because it establishes a due, fee, or other charge imposed by the Exchange.
At any time within 60 days of the filing of such proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings under Section 19b2B 11 of the Act to determine whether the proposed rule 9 15

U.S.C. 78sb3A.
CFR 240.19b4f2.
11 15 U.S.C. 78sb2B.
10 17

E:FRFM04FEN1.SGM

04FEN1