Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing of Amendment No. 2 to Proposed Rule Change To Adopt Generic Listing Standards for Commodity-Based Trust Shares Under Rule 5711(d)

<NOTICE> SECURITIES AND EXCHANGE COMMISSION <DEPDOC>[Release No. 34-103973; File No. SR-NASDAQ-2025-056]</DEPDOC> <SUBJECT>Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing of Amendment No. 2 to Proposed Rule Change To Adopt Generic Listing Standards for Commodity-Based Trust Shares Under Rule 5711(d)</SUBJECT> <DATE>September 15, 2025.</DATE> On July 30, 2025, the Nasdaq Stock Market LLC (“Exchange” or “Nasdaq”) filed with the Securities and Exchange Commission (“Commission”), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act” or “Exchange Act”)  <SU>1</SU> <FTREF/> and Rule 19b-4 thereunder, <SU>2</SU> <FTREF/> a proposed rule change to amend Nasdaq Rule 5711(d) to adopt generic listing standards for Commodity-Based Trust Shares. The proposed rule change was published for comment in the <E T="04">Federal Register</E> on August 4, 2025. <SU>3</SU> <FTREF/> On August 27, 2025, the Exchange filed with the Commission Amendment No. 1 to the proposed rule change, which replaced and superseded the proposed rule change in its entirety. On September 10, 2025, the Exchange filed with the Commission Amendment No. 2 to the proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. Amendment No. 2 replaces and supersedes the proposed rule change, as modified by Amendment No. 1. The Commission is publishing this notice to solicit comments on the proposed rule change, as modified by Amendment No. 2, from interested persons. <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. 103596 (July 30, 2025), 90 FR 36461. Comments received on the proposed rule change are available at: <E T="03">https://www-draft.sec.gov/comments/sr-nasdaq-2025-056/srnasdaq2025056.htm</E> . </FTNT> <HD SOURCE="HD1">I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change</HD> The Exchange proposes to amend Rule 5711(d) to adopt generic listing standards for Commodity-Based Trust Shares (as defined below). This Amendment No. 2 supersedes Amendment No. 1 in its entirety. The text of the proposed rule change is available on the Exchange's website at <E T="03">https://listingcenter.nasdaq.com/rulebook/nasdaq/rulefilings,</E> and at the principal office of the Exchange. <HD SOURCE="HD1">II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD> 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. <HD SOURCE="HD2">A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD> <HD SOURCE="HD3">1. Purpose</HD> The Exchange proposes to amend Rule 5711(d) to adopt generic listing standards for Commodity-Based Trust Shares. <SU>4</SU> <FTREF/> Effectively, the proposed rule change will allow the Exchange to approve the listing and trading of certain qualifying exchange-traded products (“ETPs”) that physically hold commodities like precious metals and digital asset commodities on the Exchange without the need to submit a proposed rule change with the Commission for each new product. <SU>5</SU> <FTREF/> <FTNT> <SU>4</SU>  The Exchange is working on a separate rule proposal to add quantitative metrics as additional eligibility criteria for the generic listing of Commodity-Based Trust Shares that it plans to file subsequent to this proposal. </FTNT> <FTNT> <SU>5</SU>  As discussed later in this filing, Commodity-Based Trust Shares will also be expanded to allow for the ETP to hold not just physical commodities, but also commodity-based assets like commodity futures and securities. </FTNT> Under the Exchange's current rules, a proposed rule change must be filed with the SEC for the listing and trading of each new series of Commodity-Based Trust Shares. <SU>6</SU> <FTREF/> The Exchange believes that the proposed generic listing rules, as described below, will facilitate efficient procedures for ETPs that would be eligible under these rules. Consistent with Exchange-Traded Fund Shares, Index Fund Shares, and Managed Fund Shares listed under the generic listing standards in Rules 5704, 5705(b), and 5735, respectively, series of Commodity-Based Trust Shares that meet the proposed standards in Rule 5711(d) would be permitted to be listed and traded on the Exchange without the Exchange being required to submit a rule filing pursuant to Section 19(b) of the Act. <FTNT> <SU>6</SU>  Currently, the SEC has approved a number of spot bitcoin and spot ether ETPs, including ETPs that hold both spot bitcoin and spot ether. <E T="03">See e.g.,</E> Securities Exchange Act Nos. 99306 (January 10, 2024), 89 FR 3008 (January 17, 2024) (Self-Regulatory Organizations; NYSE Arca, Inc.; The Nasdaq Stock Market LLC; Cboe BZX Exchange, Inc.; Order Granting Accelerated Approval of Proposed Rule Changes, as Modified by Amendments Thereto, To List and Trade Bitcoin-Based Commodity-Based Trust Shares and Trust Units) (“Spot Bitcoin ETP Approval Order”); 100224 (May 23, 2024), 89 FR 46937 (May 30, 2024) (Self-Regulatory Organizations; NYSE Arca, Inc.; The Nasdaq Stock Market LLC; Cboe BZX Exchange, Inc.; Order Granting Accelerated Approval of Proposed Rule Changes, as Modified by Amendments Thereto, To List and Trade Shares of Ether-Based Exchange-Traded Products) (“Spot ETH ETP Approval Order”); and 101998 (December 19, 2024), 89 FR 106707 (December 30, 2024) (Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Cboe BZX Exchange, Inc.; Order Granting Approval of a Proposed Rule Change, as Modified by Amendment No. 1, To List and Trade Shares of the Hashdex Nasdaq Crypto Index US ETF and Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment No. 1, To List and Trade Shares of the Franklin Crypto Index ETF, a Series of the Franklin Crypto Trust) (“Dual Bitcoin and Ether ETP Approval Order”). </FTNT> <HD SOURCE="HD3">Background</HD> Rule 5711(d) currently sets forth rules related to the listing and trading of Commodity-Based Trust Shares. <SU>7</SU> <FTREF/> The term “Commodity-Based Trust Shares” is currently defined in Rule 5711(d)(iv)(A) as a security: <FTNT> <SU>7</SU>  The Commission approved Nasdaq Rule 5711 in Securities Exchange Act Release No. 66648 (March 23, 2012), 77 FR 19428 (March 30, 2012) (SR NASDAQ 2012-013) (“Approval Order”). </FTNT> • that is issued by a trust that holds (a) a specified commodity  <SU>8</SU> <FTREF/> deposited with the trust, or (b) a specified commodity and, in addition to such specified commodity, cash; <FTNT> <SU>8</SU>  The term “commodity” is defined in Section 1a(9) of the Commodity Exchange Act. <E T="03">See</E> current Rule 5711(d)(iv)(B). </FTNT> • that is issued by such trust in a specified aggregate minimum number in return for a deposit of a quantity of the underlying commodity and/or cash; and • that, when aggregated in the same specified minimum number, may be redeemed at a holder's request by such trust which will deliver to the redeeming holder the quantity of the underlying commodity and/or cash. All Commodity-Based Trust Shares listed and/or traded pursuant to Rule 5711(d) (including pursuant to unlisted trading privileges) are subject to the full panoply of Exchange rules and procedures that currently govern the trading of equity securities on the Exchange. <SU>9</SU> <FTREF/> In addition, Rule 5711(d)(vi) currently provides for the criteria that Commodity-Based Trust Shares must satisfy for initial and continued listing on the Exchange. Specifically, on an initial listing basis, the Exchange establishes a minimum number of Commodity-Based Trust Shares required to be outstanding at the time of commencement of trading on the Exchange. <SU>10</SU> <FTREF/> On a continued listing basis, the Exchange would consider the suspension of trading in or removal from listing of such series under any of the following circumstances:  <SU>11</SU> <FTREF/> <FTNT> <SU>9</SU>   <E T="03">See</E> Approval Order, <E T="03">supra</E> note 7, at 19450. </FTNT> <FTNT> <SU>10</SU>   <E T="03">See</E> current Rule 5711(d)(vi)(A). </FTNT> <FTNT> <SU>11</SU>   <E T="03">See</E> current Rule 5711(d)(v)(B). </FTNT> • If following the initial 12-month period following commencement of trading on the Exchange, the Trust has more than 60 days remaining until termination and there are fewer than 50 record and/or beneficial holders of Commodity-Based Trust Shares; • If following the initial 12-month period following commencement of trading on the Exchange, the Trust has fewer than 50,000 receipts issued and outstanding; • If following the initial 12-month period following commencement of trading on the Exchange, the market value of all receipts issued and outstanding is less than $1,000,000; • If an interruption to the dissemination of the value of the underlying commodity persists past the trading day in which it occurred or is no longer calculated or available on at least a 15-second delayed basis by Nasdaq or one or more major market data vendors during the Regular Market Session (as defined in Nasdaq Rule 4120); • If an interruption to the dissemination of the Intraday Indicative Value persists past the trading day in which it occurred or is no longer made available on at least a 15-second delayed basis; ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Preview showing 10k of 60k characters. 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