Self-Regulatory Organizations; New York Stock Exchange LLC; Order Granting Approval of a Proposed Rule Change, as Modified by Amendment No. 1, To Amend Section 102.01 of the NYSE Listed Company Manual To Provide That the Stockholder Requirements Set Forth Therein Will Be Calculated on a Worldwide Basis When Listing a Company From Outside North America That Is Listing in Connection With Its Initial Public Offering and Is Not Listed on Any Other Regulated Stock Exchange

<NOTICE> SECURITIES AND EXCHANGE COMMISSION <DEPDOC>[Release No. 34-102979; File No. SR-NYSE-2024-47]</DEPDOC> <SUBJECT>Self-Regulatory Organizations; New York Stock Exchange LLC; Order Granting Approval of a Proposed Rule Change, as Modified by Amendment No. 1, To Amend Section 102.01 of the NYSE Listed Company Manual To Provide That the Stockholder Requirements Set Forth Therein Will Be Calculated on a Worldwide Basis When Listing a Company From Outside North America That Is Listing in Connection With Its Initial Public Offering and Is Not Listed on Any Other Regulated Stock Exchange</SUBJECT> <DATE>May 2, 2025.</DATE> <HD SOURCE="HD1">I. Introduction</HD> On August 22, 2024, New York Stock Exchange LLC (“NYSE” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Exchange Act”)  <SU>1</SU> <FTREF/> and Rule 19b-4 thereunder, <SU>2</SU> <FTREF/> a proposed rule change to amend Section 102.01 of the NYSE Listed Company Manual (“Manual”) to provide that the distribution standard therein would be calculated on a worldwide basis. The proposed rule change was published for comment in the <E T="04">Federal Register</E> on September 10, 2024. <SU>3</SU> <FTREF/> On October 22, 2024, pursuant to Section 19(b)(2) of the Exchange Act, <SU>4</SU> <FTREF/> 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. <SU>5</SU> <FTREF/> On November 18, 2024, the Exchange filed Amendment No. 1 to the proposed rule change, which amended and replaced the proposed rule change as originally filed and superseded such filing in its entirety. On December 9, 2024, the Commission published notice of the proposed rule change, as modified by Amendment No. 1, and issued an order instituting proceedings under Section 19(b)(2) of the Exchange Act  <SU>6</SU> <FTREF/> to determine whether to approve or disapprove the proposed rule change, as modified by Amendment No. 1. <SU>7</SU> <FTREF/> On March 5, 2025, the Commission issued a notice of designation of a longer period of time for Commission action on proceedings to determine whether to approve or disapprove the proposed rule change, as modified by Amendment No. 1. <SU>8</SU> <FTREF/> The Commission received no comment letters on the proposed rule change. This order approves the proposed rule change, as modified by Amendment No. 1. <FTNT> <SU>1</SU>  15 U.S.C. 78s(b)(1). </FTNT> <FTNT> <SU>2</SU>  17 CFR 240.19b-4. </FTNT> <FTNT> <SU>3</SU>   <E T="03">See</E> Securities Exchange Act Release No. 100918 (Sept. 4, 2024), 89 FR 73463. </FTNT> <FTNT> <SU>4</SU>  15 U.S.C. 78s(b)(2). </FTNT> <FTNT> <SU>5</SU>   <E T="03">See</E> Securities Exchange Act Release No. 101402, 89 FR 85574 (Oct. 18, 2024). The Commission designated December 9, 2024, as the date by which the Commission shall approve or disapprove, or institute proceedings to determine whether to disapprove, the proposed rule change. </FTNT> <FTNT> <SU>6</SU>  15 U.S.C. 78s(b)(2). </FTNT> <FTNT> <SU>7</SU>   <E T="03">See</E> Securities Exchange Act Release No. 101844, 89 FR 101064 (Dec. 13, 2024) (“Notice and OIP”). </FTNT> <FTNT> <SU>8</SU>   <E T="03">See</E> Securities Exchange Act Release No. 102530, 90 FR 11760 (Mar. 11, 2025). The Commission designated May 8, 2025, as the date by which the Commission shall either approve or disapprove the proposed rule change, as modified by Amendment No. 1. </FTNT> <HD SOURCE="HD1">II. Description of the Proposed Rule Change, as Modified by Amendment No. 1</HD> Section 102.01A of the Manual (“Section 102.01A”) sets forth the Exchange's minimum initial listing requirements with respect to distribution criteria for companies seeking to list under the Exchange's domestic company initial listing standards. <SU>9</SU> <FTREF/> Specifically, Section 102.01A sets forth distribution criteria for the initial listing of domestic companies based on number of stockholders, number of publicly held shares, and/or average monthly trading volume, as applicable. <SU>10</SU> <FTREF/> Section 102.01B of the Manual (“Section 102.01B”), under the heading “Calculations under the Distribution Criteria,” describes how the Exchange determines the number of stockholders and trading volume of a domestic company when applying the initial listing criteria. Section 102.01B currently provides that, when considering a listing application from a company organized under the laws of Canada, Mexico, or the United States (“North America”), the Exchange will include all North American holders and North American trading volume in applying the minimum stockholder and trading volume requirements of Section 102.01A. <SU>11</SU> <FTREF/> Section 102.01B further provides that when listing a company from outside North America, the Exchange may, in its discretion, include holders and trading volume in the company's home country or primary trading market outside the United States in applying the applicable listing standards, provided that such market is a regulated stock exchange. <SU>12</SU> <FTREF/> Section 102.01B provides that in exercising this discretion, the Exchange will consider all relevant factors including: (i) whether the information is derived from a reliable source, preferably either a government-regulated securities market or a transfer agent that is subject to governmental regulation; (ii) whether there exist efficient mechanisms for the transfer of securities between the company's non-U.S. trading market and the United States; and (iii) the number of stockholders and the extent of trading in the company's securities in the United States prior to the listing. <SU>13</SU> <FTREF/> <FTNT> <SU>9</SU>   <E T="03">See</E> Section 102.01A. </FTNT> <FTNT> <SU>10</SU>  A company seeking to list under the Exchange's domestic company equity listing standards would be required to meet additional minimum initial listing requirements, including minimum aggregate market value of publicly-held shares, minimum closing price (or offering price) per share, and minimum financial standards as set forth in Section 102.01 of the Manual. </FTNT> <FTNT> <SU>11</SU>   <E T="03">See</E> Section 102.01B. <E T="03">See also</E> Notice and OIP at 101065. </FTNT> <FTNT> <SU>12</SU>   <E T="03">See</E> Section 102.01B. <E T="03">See also</E> Notice and OIP at 101065. </FTNT> <FTNT> <SU>13</SU>   <E T="03">See</E> Section 102.01B. <E T="03">See also</E> Notice and OIP at 101065. </FTNT> The Exchange proposes to amend Section 102.01B under the heading “Calculations under the Distribution Criteria” to provide that, when listing a company from outside North America when such company is listing in connection with its initial public offering (“IPO”) and is not listed on any other regulated stock exchange, the Exchange will include all holders on a global basis in applying the minimum stockholder requirements of Section 102.01A. <SU>14</SU> <FTREF/> In addition, the Exchange proposes to amend Section 102.01B under the heading “Calculations under the Distribution Criteria” to clarify that the current rule text, which provides the Exchange discretion when listing a company from outside North America to include stockholders and trading volume from the company's home country or primary trading market outside North America in applying the applicable requirements of Section 102.01A, <SU>15</SU> <FTREF/> is applicable only when the company is listed on another regulated stock exchange. <SU>16</SU> <FTREF/> <FTNT> <SU>14</SU>   <E T="03">See</E> Notice and OIP at 101065. The Exchange states that the trading volume requirements contained in Section 102.01A are not relevant to the listing of a company from outside North America when such company is listing in connection with its IPO and is not listed on any other regulated stock exchange because the trading volume requirements are only applicable in the case of a quotation listing or transfer or upon exchange of a common equity security for a listed Equity Investment Tracking Stock and are not applicable in the case of an IPO. <E T="03">See id.</E> </FTNT> <FTNT> <SU>15</SU>   <E T="03">See supra</E> notes 12-13 and accompanying text. </FTNT> <FTNT> <SU>16</SU>   <E T="03">See</E> Notice and OIP at 101065. </FTNT> The Exchange states that the current rule, which does not allow the Exchange to include stockholders outside of North America in determining compliance with the stockholder distribution requirements of Section 102.01A when the company is from outside North America and is not listed on a regulated stock exchange, does not reflect the speed and reliability of links that enable investors who hold securities in brokerage accounts in countries outside North America to trade in the U.S. listing markets. <SU>17</SU> <FTREF/> The Exchange also states that given the ease of transfer of securities between different countries in the contemporary securities markets, there is no reason why the holders of a listed company's securities outside of North America cannot be active real time participants in the U.S. trading market. <SU>18</SU> <FTREF/> The Exchange further states that this is particularly relevant to the listing of a foreign company listed on the Exchange when it does not have an exchange listing in its home market because the Exchange will be the only exchange trading market for such company and any investor wishing to trade in such company's securities on a regulated exchange market will have to do so on the Exchange. <SU>19</SU> <FTREF/> <FTNT> <SU>17</SU>   <E T="03">See id.</E> </FTNT> <FTNT> <SU>1 ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Preview showing 10k of 29k characters. 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