Federal Register 60-Day Notice

Federal Register / Vol. 90, No. 136 / Friday, July 18, 2025 / Notices
equities exchanges, as well as offexchange venues, where comparable
products are available for trading.
Indeed, participants can readily choose
to submit their order flow to other
exchange and off-exchange venues if
they deem fee levels at those other
venues to be more favorable. Further, as
described above, Nasdaq also already
provides a similar offering.30
Moreover, the Commission has
repeatedly expressed its preference for
competition over regulatory
intervention in determining prices,
products, and services in the securities
markets. Specifically, in Regulation
NMS, the Commission highlighted the
importance of market forces in
determining prices and SRO revenues
and, also, recognized that current
regulation of the market system ‘‘has
been remarkably successful in
promoting market competition in its
broader forms that are most important to
investors and listed companies.’’ 31 The
fact that this market is competitive has
also long been recognized by the courts.
In NetCoalition v. Securities and
Exchange Commission, the D.C. Circuit
stated as follows: ‘‘[n]o one disputes
that competition for order flow is
‘fierce.’ . . . As the SEC explained, ‘[i]n
the U.S. national market system, buyers
and sellers of securities, and the brokerdealers that act as their order-routing
agents, have a wide range of choices of
where to route orders for execution’;
[and] ‘no exchange can afford to take its
market share percentages for granted’
because ‘no exchange possesses a
monopoly, regulatory or otherwise, in
the execution of order flow from broker
dealers’. . . .’’.32 Accordingly, the
Exchange does not believe its proposed
change imposes any burden on
competition that is not necessary or
appropriate in furtherance of the
purposes of the Act.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others

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The Exchange neither solicited nor
received comments on the proposed
rule change.
30 See The Nasdaq Stock Market, Equity 7 Pricing
Schedule, Section 115(g)(3), Dedicated Ouch Port
Infrastructure.
31 See Securities Exchange Act Release No. 51808
(June 9, 2005), 70 FR 37496, 37499 (June 29, 2005).
32 NetCoalition v. SEC, 615 F.3d 525, 539 (D.C.
Cir. 2010) (quoting Securities Exchange Act Release
No. 59039 (December 2, 2008), 73 FR 74770, 74782–
83 (December 9, 2008) (SR–NYSEArca–2006–21)).

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III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become
effective pursuant to Section 19(b)(3)(A)
of the Act 33 and paragraph (f) of Rule
19b–4 34 thereunder. 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 interest, for the protection of
investors, or otherwise in furtherance of
the purposes of the Act. If the
Commission takes such action, the
Commission will institute proceedings
to determine whether the proposed rule
change should be approved or
disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
Electronic Comments
• Use the Commission’s internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include file number SR–
CboeEDGX–2025–052 on the subject
line.
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE,
Washington, DC 20549–1090.
All submissions should refer to file
number SR–CboeEDGX–2025–052. This
file number should be included on the
subject line if email is used. To help the
Commission process and review your
comments more efficiently, please use
only one method. The Commission will
post all comments on the Commission’s
internet website (https://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
amendments, all written statements
with respect to the proposed rule
change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for website viewing and

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printing in the Commission’s Public
Reference Room, 100 F Street NE,
Washington, DC 20549, on official
business days between the hours of 10
a.m. and 3 p.m. Copies of the filing also
will be available for inspection and
copying at the principal office of the
Exchange. Do not include personal
identifiable information in submissions;
you should submit only information
that you wish to make available
publicly. We may redact in part or
withhold entirely from publication
submitted material that is obscene or
subject to copyright protection. All
submissions should refer to file number
SR–CboeEDGX–2025–052 and should be
submitted on or before August 8, 2025.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.35
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025–13480 Filed 7–17–25; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[OMB Control No. 3235–0462]

Proposed Collection; Comment
Request; Extension: Rule 604
Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736
Notice is hereby given that, pursuant
to the Paperwork Reduction Act of 1995
(44 U.S.C. 3501 et seq.), the Securities
and Exchange Commission (‘‘SEC’’ or
‘‘Commission’’) is soliciting comments
on the proposed collection of
information.
Rule 604, 17 CFR 242.604, requires
specialists and market makers to
publish customer limit orders that are
priced superior to the bids or offers
being displayed by each such specialist
or market maker.1 Customer limit orders
that match the bid or offer being
displayed by a specialist or market
maker must be published if the limit
price also matches the national best bid
or offer (‘‘NBBO’’) and the size of the
customer limit order is more than de
minimis (i.e., more than 10% of the
specialist’s or market maker’s displayed
size).
The information collection in Rule
604 is mandatory and is a third party
disclosure requirement. The information
35 17

CFR 200.30–3(a)(12).
Securities Exchange Act Release No.
37619A (September 6, 1996), 61 FR 48290
(September 12, 1996).
1 See

33 15
34 17

U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f).

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Federal Register / Vol. 90, No. 136 / Friday, July 18, 2025 / Notices

collected and disclosed pursuant to
Rule 604 is necessary to facilitate the
establishment of a national market
system for securities. The information is
useful to investors because the
publication of trading interest that
improves specialists’ and market
makers’ quotes presents investors with
improved execution opportunities and
improved access to the best available
prices when they buy or sell securities.
The Commission estimates that
approximately 30 respondents will
respond to the collection of information
requirements each time they receive a
displayable customer limit order. The
Commission further estimates that a
respondent will receive a customer limit
order, on average, 37,460.31 times per
trading day with an estimate average
time of 0.001 second per quote update.
Accordingly, assuming 252 days in a
trading year, an average 2.62 hours per
year per respondent, the Commission
estimates that the total annual burden
for all respondents is 78.7 hours.
An agency may not conduct or
sponsor, and a person is not required to
respond to, a collection of information
unless it displays a currently valid OMB
Control Number.
Written comments are invited on: (a)
whether this proposed collection of
information is necessary for the proper
performance of the functions of the SEC,
including whether the information will
have practical utility; (b) the accuracy of
the SEC’s estimate of the burden
imposed by the proposed collection of
information, including the validity of
the methodology and the assumptions
used; (c) ways to enhance the quality,
utility, and clarity of the information to
be collected; and (d) ways to minimize
the burden of the collection of
information on respondents, including
through the use of automated, electronic
collection techniques or other forms of
information technology.
Please direct your written comments
on this 60-Day Collection Notice to
Austin Gerig, Director/Chief Data
Officer, Securities and Exchange
Commission, c/o Tanya Ruttenberg via
email to PaperworkReductionAct@
sec.gov by September 16, 2025. There
will be a second opportunity to
comment on this SEC request following
the Federal Register publishing a 30Day Submission Notice.
Dated: July 16, 2025.
Sherry R. Haywood,
Assistant Secretary.

SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–103460; File No. SR–
EMERALD–2025–16]

Self-Regulatory Organizations; MIAX
Emerald, LLC; Notice of Filing and
Immediate Effectiveness of a Proposed
Rule Change To Amend the Certificate
of Incorporation of the Exchange’s
Ultimate Parent Company, Miami
International Holdings, Inc.
July 15, 2025.

Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on July 10,
2025, MIAX Emerald, LLC (‘‘MIAX
Emerald’’ or ‘‘Exchange’’) filed with the
Securities and Exchange Commission
(‘‘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.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to amend the
certificate of incorporation (defined
below) of the Exchange’s ultimate
parent company, Miami International
Holdings, Inc. (the ‘‘Corporation’’), in
connection with a reverse stock split
(defined below).
The text of the proposed rule change
is available on the Exchange’s website at
https://www.miaxglobal.com/markets/
us-options/emerald-options/rule-filings,
at the Exchange’s principal office, and at
the Commission’s Public Reference
Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
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.

[FR Doc. 2025–13524 Filed 7–17–25; 8:45 am]

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U.S.C. 78s(b)(1).
CFR 240.19b–4.

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A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Corporation was originally
formed on November 14, 2007 as a new
ultimate holding company for the
Exchange’s affiliate, Miami International
Securities Exchange, LLC (‘‘MIAX’’).3
The Corporation intends to amend and
restate its current certificate of
incorporation (the ‘‘Current Certificate
of Incorporation’’) 4 to effect a reverse
stock split (described below) and adopt
these changes as its new Amended and
Restated Certificate of Incorporation (the
‘‘New Certificate of Incorporation’’). The
amendments will be achieved through
the filing with the State of Delaware of
a certificate of amendment for the New
Certificate of Incorporation (the
‘‘Effective Time’’).
The current capital structure of the
Corporation is comprised of 625,000,000
authorized shares, consisting of
400,000,000 shares of voting Common
Stock; 200,000,000 shares of Nonvoting
Common Stock; and 25,000,000 shares
of Preferred Stock.5 The Current
Certificate of Incorporation includes
limitations on ownership percentages in
any class of capital stock of the
Corporation, which limitations will
carry over to the New Certificate of
Incorporation. In particular, subject to
certain exceptions described below, for
so long as the Corporation shall control,
directly or indirectly, a Controlled
National Securities Exchange 6 (i.e., the
Exchange and any of its affiliated
national securities exchanges, described
below):
3 See Securities Exchange Act Release No. 68341
(December 3, 2012), 77 FR 73065 (December 7,
2012) (File No. 10–207) (Exhibit C) (In the Matter
of the Application of Miami International Securities
Exchange, LLC for Registration as a National
Securities Exchange: Findings, Opinion, and Order
of the Commission).
4 See Amended and Restated Certificate of
Incorporation of Miami International Holdings, Inc.,
dated October 15, 2015, available at https://
www.miaxglobal.com/sites/default/files/page-files/
MIH_Amended_Restated_Certificate_of_
Incorporation_10152015.pdf.
5 See Current Certificate of Incorporation, Article
Fourth, Section A.(i)–(iii). At the time of this filing,
the only series of Preferred Stock issued and
outstanding is Series B Preferred Stock, which is
limited to 10,000,000 shares of Series B Preferred
Stock. The Corporation previously eliminated its
Series A Preferred Stock. See Current Certificate of
Incorporation, Article Fourth, Sections C.–D.
6 The term ‘‘Controlled National Securities
Exchange’’ means a national securities exchange,
including but not limited to Miami International
Securities Exchange, LLC, or facility thereof. See
Current Certificate of Incorporation, Article Eighth.

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