Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Hashdex Nasdaq Crypto Index US ETF

<NOTICE> SECURITIES AND EXCHANGE COMMISSION <DEPDOC>[Release No. 34-104033; File No. SR-NASDAQ-2025-078]</DEPDOC> <SUBJECT>Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Hashdex Nasdaq Crypto Index US ETF</SUBJECT> <DATE>September 24, 2025.</DATE> Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”), <SU>1</SU> <FTREF/> and Rule 19b-4 thereunder, <SU>2</SU> <FTREF/> notice is hereby given that on September 22, 2025, The Nasdaq Stock Market LLC (“Nasdaq” or “Exchange”) filed with the Securities and Exchange Commission (“SEC” or “Commission”) the proposed rule change as described in Items I and II, 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. <FTNT> <SU>1</SU>  15 U.S.C. 78s(b)(1). </FTNT> <FTNT> <SU>2</SU>  17 CFR 240.19b-4. </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 the Hashdex Nasdaq Crypto Index US ETF (the “Trust”), shares (“Shares”) of which have been approved by the Commission to list and trade on the Exchange pursuant to Nasdaq Rule 5711(d), to permit the Trust to come under the generic listing standards of that rule. The Exchange requests that the Commission waive the five business day prior notice period under Rule 19b-4(f)(6)(iii). <SU>3</SU> <FTREF/> <FTNT> <SU>3</SU>  17 CFR 240.19b-4(f)(6)(iii). </FTNT> 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 Commission approved the listing and trading of the Shares of the Trust under Nasdaq Rule 5711(d)  <SU>4</SU> <FTREF/> on December 19, 2024. <SU>5</SU> <FTREF/> The Exchange now proposes to permit the Trust to operate in reliance on the Generic Listing Standards instead of the terms of the Hashdex Original Filing. The Trust will meet the requirements of the Generic Listing Standards under Rule 5711(d) and will be required to comply with the continued listing standards on an ongoing basis, as required by the rule. Any requirements for listing as specified in the Hashdex Original Filing that differ from the requirements of the Generic Listing Standards will no longer be applicable to such security. <FTNT> <SU>4</SU>  The Commission approved Nasdaq Rule 5711(d) in Securities Exchange Act Release No. 66648 (March 23, 2012), 77 FR 19428 (March 30, 2012) (SR-NASDAQ-2012-013). The Commission subsequently approved amendments to Rule 5711(d) to adopt generic listing standards for Commodity-Based Trust Shares. <E T="03">See</E> Securities Exchange Act Release No. 103995 (September 17, 2025) (SR-NASDAQ-2025-056; SR-CboeBZX-2025-104; SR-NYSEARCA-2025-54) (Order Granting Accelerated Approval of Proposed Rule Changes, as Modified by Amendments Thereto, to Adopt Generic Listing Standards for Commodity-Based Trust Shares) (“Generic Listing Standards”). </FTNT> <FTNT> <SU>5</SU>   <E T="03">See</E> Securities Exchange Act Release No. 101998 (December 19, 2024), 89 FR 106707 (December 30, 2024) (SR-NASDAQ-2024-028; SR-CboeBZX-2024-091). <E T="03">See also</E> Securities Exchange Act Release Nos. 101218 (Sept. 30, 2024), 89 FR 80970 (Oct. 4, 2024) (SR-NASDAQ-2024-028) (the “Notice”); and 102309 (January 29, 2025), 90 FR 8961 (February 4, 2025) (SR-NASDAQ-2025-006). SR-NASDAQ-2025-006 updated certain representations made in the Notice relating to the service providers and the basket size of the Hashdex Nasdaq Crypto Index US ETF. The Notice, as amended by SR-NASDAQ-2025-006, will hereinafter be referred to as the “Hashdex Original Filing.” </FTNT> <HD SOURCE="HD3">2. Statutory Basis</HD> The Exchange believes that its proposal is consistent with Section 6(b) of the Act, <SU>6</SU> <FTREF/> in general, and furthers the objectives of Section 6(b)(5) of the Act, <SU>7</SU> <FTREF/> in particular, in that it is designed to promote just and equitable principles of trade, 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. <FTNT> <SU>6</SU>  15 U.S.C. 78f(b). </FTNT> <FTNT> <SU>7</SU>  15 U.S.C. 78f(b)(5). </FTNT> The Exchange believes that its proposal to permit the Trust to operate in reliance on the Generic Listing Standards instead of the terms of the Hashdex Original Filing is consistent with the Act. In particular, the Shares would be listed and traded on the Exchange pursuant to the Generic Listing Standards in Rule 5711(d), which the Commission found are reasonably designed to prevent fraudulent and manipulative acts and practices and protects investors and the public interest. <SU>8</SU> <FTREF/> The Trust will meet the requirements of the Generic Listing Standards under Rule 5711(d) and will be required to comply with the continued listing standards on an ongoing basis, as required by the rule. <FTNT> <SU>8</SU>   <E T="03">See supra</E> note 4. </FTNT> <HD SOURCE="HD2">B. Self-Regulatory Organization's Statement on Burden on Competition</HD> The Exchange does not believe that the proposed rule change will impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act. As discussed above, the Trust is converting its listing under the terms of the Hashdex Original Filing to the Generic Listing Standards. The Trust will meet the requirements of the Generic Listing Standards under Rule 5711(d) and will be required to comply with the continued listing standards on an ongoing basis, as required by the rule. Accordingly, the Exchange does not believe its proposal would impose any undue burden on competition. <HD SOURCE="HD2">C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others</HD> No written comments were either solicited or received. <HD SOURCE="HD1">III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action</HD> The Exchange has filed the proposed rule change pursuant to Section 19(b)(3)(A) of the Act  <SU>9</SU> <FTREF/> and Rule 19b-4(f)(6)  <SU>10</SU> <FTREF/> thereunder. Because the foregoing proposed rule change does not: (i) significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; or (iii) become operative for 30 days from the date on which it was filed, or such shorter time as the Commission may designate, it has become effective pursuant to Section 19(b)(3)(A) of the Act  <SU>11</SU> <FTREF/> and Rule 19b-4(f)(6)  <SU>12</SU> <FTREF/> thereunder. <FTNT> <SU>9</SU>  15 U.S.C. 78s(b)(3)(A). </FTNT> <FTNT> <SU>10</SU>  17 CFR 240.19b-4(f)(6). </FTNT> <FTNT> <SU>11</SU>  15 U.S.C. 78s(b)(3)(A). </FTNT> <FTNT> <SU>12</SU>  17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) requires the Exchange to give the Commission written notice of its intent to file the proposed rule change, along with a brief description and text of the proposed rule change, at least five business days prior to the date of filing of the proposed rule change, or such shorter time as designated by the Commission. The Exchange requested waiver of the five-day prefiling requirement for this proposal for the reasons stated in its filing, which the Commission hereby grants. </FTNT> A proposed rule change filed under Rule 19b-4(f)(6)  <SU>13</SU> <FTREF/> normally does not become operative prior to 30 days after the date of the filing. However, pursuant to Rule 19b-4(f)(6)(iii), <SU>14</SU> <FTREF/> the Commission may designate a shorter time if such action is consistent with protection of investors and the public interest. The Exchange has asked the Commission to waive the 30-day operative delay so that the proposed rule change may become operative immediately upon filing. The Commission believes that waiving the 30-day operative delay is consistent with the protection of investors and the public interest because it will allow the Exchange to implement the proposed rule change without delay and does not introduce any novel regulatory issues. Accordingly, the Commission designates the proposed rule change to be operative upon filing. <SU>15</SU> <FTREF/> <FTNT> <SU>13</SU>  17 CFR 240.19b-4(f)(6). </FTNT> <FTNT> <SU>14</SU>  17 CFR 240.19b-4(f)(6)(iii). </FTNT> <FTNT> <SU>15</SU>  For purposes only of waiving the 30-day operative delay, the Commission also has considered the proposed rule's impact on efficiency, competition, and capital formation. <E T="03">See</E> 15 U.S.C. 78c(f). </FTNT> 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 ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Preview showing 10k of 12k characters. Full document text is stored and available for version comparison. ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━