Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing of Proposed Rule Change To List and Trade Shares of iShares Bitcoin Premium Income ETF Under Nasdaq Rule 5711(d) (Commodity-Based Trust Shares)

<NOTICE> SECURITIES AND EXCHANGE COMMISSION <DEPDOC>[Release No. 34-104148; File No. SR-NASDAQ-2025-085]</DEPDOC> <SUBJECT>Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing of Proposed Rule Change To List and Trade Shares of iShares Bitcoin Premium Income ETF Under Nasdaq Rule 5711(d) (Commodity-Based Trust Shares)</SUBJECT> <DATE>September 30, 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 30, 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 list and trade shares of iShares® Bitcoin Premium Income ETF (the “Trust”) under Nasdaq Rule 5711(d) (“Commodity-Based Trust Shares”). The shares of the Trust are referred to herein as the “Shares.” 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 list and trade the Shares under Nasdaq Rule 5711(d), which governs the listing and trading of Commodity-Based Trust Shares on the Exchange. <SU>3</SU> <FTREF/> iShares® Delaware Trust Sponsor LLC, a Delaware limited liability company and an indirect subsidiary of BlackRock, Inc. (“BlackRock”), is the sponsor of the Trust (the “Sponsor”). The Trust will be an actively-managed exchange-traded product (“ETP”), that intends to be treated as a publicly-traded partnership for U.S. federal income tax purposes and is registered under the Securities Act of 1933, as amended (the “1933 Act”). Rule 5711(d)(iii)(A)(2) currently requires Commodity-Based Trust Shares to be designed to reflect the performance of one or more reference assets or an index of reference assets, less expenses, and other liabilities. In other words, the Generic Listing Standards require Commodity-Based Trust Shares to be passively managed. For the securities options holdings of Commodity-Based Trust Shares, the Generic Listing Standards require that such options be listed and traded on an ISG market. The Exchange submits this proposal because the Trust will be actively managed and may hold over-the-counter (“OTC”) securities options that are not listed and traded on an ISG market; however, it will meet all of the other requirements under the Generic Listing Standards. Any statements or representations included in this proposal regarding: (a) the description of the trust holdings or reference assets; (b) limitations on the trust holdings or reference assets; (c) dissemination and availability of the trust holdings, reference assets or intraday indicative value; or (d) the applicability of Exchange listing rules specified in this proposal shall constitute continued listing standards for the Shares listed on the Exchange. The Shares will be registered with the SEC by means of the Trust's forthcoming registration statement on Form S-1 (the “Registration Statement”). <SU>4</SU> <FTREF/> <FTNT> <SU>3</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). 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), 90 FR 45414 (September 22, 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>4</SU>  The Shares will not trade on the Exchange until such time that the Registration Statement is effective. </FTNT> <HD SOURCE="HD3">Overview of the Trust</HD> The Shares will be issued by the Trust, a Delaware statutory trust. The Trust will operate pursuant to a trust agreement (the “Trust Agreement”) between the Sponsor, a third party as the trustee of the Trust (the “Trustee”), and Wilmington Trust, National Association, as Delaware trustee (the “Delaware Trustee”). The Trust issues Shares representing fractional undivided beneficial interests in its net assets. The assets of the Trust consist primarily of bitcoin held by a custodian on behalf of the Trust, as well as shares of iShares Bitcoin Trust ETF (“IBIT”), cash, and the premiums associated with written options on IBIT or indices tracking spot bitcoin ETPs (“options”, collectively with IBIT, the “Securities”). In the event IBIT listed options are exercised early, the Trust will deliver IBIT shares out to the options clearer. In the event the Trust is holding OTC options or options on indices that track spot bitcoin ETPs, such options will be cash-settled. A third party (the “Bitcoin Custodian”) is the custodian for the Trust's bitcoin holdings, and maintains a custody account for the Trust (“Custody Account”); a third party (the “Prime Execution Agent”), is the prime broker for the Trust and maintains a bitcoin trading account for the Trust (“Bitcoin Trading Account”); and a third party is the custodian for the Trust's Securities holdings (the “Securities Custodian”) and its cash holdings (the “Cash Custodian” and together with the Securities Custodian and Bitcoin Custodian, the “Custodians”). The Trust is not an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”) and, in accordance therewith, will not own or acquire Securities in excess of 40% of the value of the Trust's total assets (excluding Government Securities (as defined in the 1940 Act) and cash items) on an unconsolidated basis. <HD SOURCE="HD3">Investment Objective</HD> The investment objective of the Trust is to reflect generally the performance of the price of bitcoin while providing income by writing (selling) call options primarily on IBIT or indices that track spot bitcoin ETPs. The Trust seeks to reflect such performance before payment of the Trust's expenses and liabilities. <HD SOURCE="HD3">Actively-Managed Strategies</HD> Actively-managed exchange-traded funds (“ETFs”) have become a significant and growing segment of the U.S. and global ETF markets. For example, in 2024, around 49% of all ETFs launched globally were active, and in the U.S., active ETF launches outnumbered index launches by nearly 4:1. <SU>5</SU> <FTREF/> Active ETFs in the U.S. represent the vast majority of total ETF launches in 2025, <SU>6</SU> <FTREF/> with over a third of U.S. ETF inflows coming from active strategies over the past two years. <SU>7</SU> <FTREF/> The Exchange believes that these figures demonstrate substantial market demand in actively-managed strategies, and that this proposal would benefit investors by providing a transparent, regulated investment vehicle as an alternative to less regulated avenues that investors could use to obtain bitcoin exposure. <FTNT> <SU>5</SU>   <E T="03">See</E> “Decoding active ETFs,” BlackRock, available at <E T="03">https://www.ishares.com/us/literature/whitepaper/decoding-active-etfs.pdf.</E> </FTNT> <FTNT> <SU>6</SU>   <E T="03">See</E> “How active ETFs are unlocking innovation and opportunity for investors,” BlackRock, available at <E T="03">https://www.ishares.com/us/insights/active-etf-investors</E> (“Active ETFs accounted for 88% of all U.S.-listed ETF launches through June 2025, and 51% of global ETF launches.”); <E T="03">see also</E> “Monthly Active ETF Monitor (August 31, 2025),” J.P.Morgan, available at <E T="03">https://am.jpmorgan.com/content/dam/jpm-am-aem/americas/us/en/insights/etf-insights/monthly-active-etf.pdf</E> (“60 active ETFs were launched in August. Active ETFs represent 85% of total ETF launches in 2025.”). </FTNT> <FTNT> <SU>7</SU>   <E T="03">See</E> “Decoding active ETFs,” BlackRock, available at <E T="03">https://www.ishares.com/us/literature/whitepaper/decoding-active-etfs.pdf</E> (“31% of net asset inflows come from actively managed strategies,” sourcing BlackRock Global Business Intelligence data through June 2024); <E T="03">see also</E> “Monthly Active ETF Monitor (August 31, 2025),” J.P.Morgan, available at <E T="03">https://am.jpmorgan.com/content/dam/jpm-am-aem/americas/us/en/insights/etf-insights/monthly-active-etf.pdf</E> (“Over 37% of ETF flows in 2025 have gone into active strategies”). </FTNT> <HD SOURCE="HD3">Background on Trust Holdings</HD> The Trust will invest primarily in spot bitcoin and IBIT, will hold cash, ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Preview showing 10k of 52k characters. 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