[Federal Register Volume 87, Number 190 (Monday, October 3, 2022)]
[Notices]
[Pages 59844-59845]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-21337]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-95933; File No. SR-NASDAQ-2022-027]


Self-Regulatory Organizations; The Nasdaq Stock Market LLC; 
Notice of Designation of a Longer Period for Commission Action on 
Proceedings To Determine Whether To Approve or Disapprove a Proposed 
Rule Change, as Modified by Amendment No. 2, To Modify Certain Pricing 
Limitations for Companies Listing in Connection With a Direct Listing 
With a Capital Raise

September 27, 2022.
    On March 21, 2022, The Nasdaq Stock Market LLC (``Nasdaq'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission''), pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a 
proposed rule

[[Page 59845]]

change to allow companies to modify certain pricing limitations for 
companies listing in connection with a Direct Listing with a Capital 
Raise in which the company will sell shares itself in the opening 
auction on the first day of trading on Nasdaq. The proposed rule change 
was published for comment in the Federal Register on April 8, 2022.\3\ 
On May 19, 2022, pursuant to Section 19(b)(2) of the Act,\4\ the 
Commission designated a longer period within which to either approve or 
disapprove the proposed rule change, or institute proceedings to 
determine whether to disapprove the proposed rule change.\5\
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 94592 (April 4, 
2022), 87 FR 20905 (April 8, 2022) (``Notice''). Comments received 
on the proposal are available on the Commission's website at: 
https://www.sec.gov/comments/sr-nasdaq-2022-027/srnasdaq2022027.htm.
    \4\ 15 U.S.C. 78s(b)(2).
    \5\ See Securities Exchange Act Release No. 94947 (May 19, 
2022), 87 FR 31915 (May 25, 2022). The Commission designated July 7, 
2022, as the date by which it should approve, disapprove, or 
institute proceedings to determine whether to disapprove the 
proposed rule change.
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    On May 23, 2022, the Exchange filed Amendment No. 1 to the proposed 
rule change, which superseded the proposed rule change as originally 
filed. Amendment No. 1 was published for comment in the Federal 
Register on June 2, 2022.\6\ On July 7, 2022, the Commission instituted 
proceedings under Section 19(b)(2)(B) of the Act \7\ to determine 
whether to approve or disapprove the proposed rule change.\8\ On 
September 15, 2022, the Exchange filed Amendment No. 2 to the proposed 
rule change, which superseded the original filings, as modified by 
Amendment No. 1, in its entirety.\9\
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    \6\ See Securities Exchange Act Release No. 94989 (May 26, 
2022), 87 FR 33558 (June 2, 2022).
    \7\ 15 U.S.C. 78s(b)(2)(B).
    \8\ See Securities Exchange Act Release No. 95220 (July 7, 
2022), 87 FR 41780 (July 13, 2022).
    \9\ See Securities Exchange Act Release No. 95811 (September 16, 
2022), 87 FR 57951 (September 22, 2022).
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    Section 19(b)(2) of the Act \10\ provides that, after initiating 
proceedings, the Commission shall issue an order approving or 
disapproving the proposed rule change not later than 180 days after the 
date of publication of notice of the filing of the proposed rule 
change. The Commission may extend the period for issuing an order 
approving or disapproving the proposed rule change, however, by not 
more than 60 days if the Commission determines that a longer period is 
appropriate and publishes the reasons for such determination. The 
proposed rule change was published for comment in the Federal Register 
on April 8, 2022.\11\ The 180th day after publication of the Notice is 
October 5, 2022. The Commission is extending the time period for 
approving or disapproving the proposal for an additional 60 days.
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    \10\ 15 U.S.C. 78s(b)(2).
    \11\ See Notice, supra Note 3.
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    The Commission finds that it is appropriate to designate a longer 
period within which to issue an order approving or disapproving the 
proposed rule change so that it has sufficient time to consider the 
proposed rule change, as modified by Amendment No. 2, along with the 
comments on the proposal. Accordingly, the Commission, pursuant to 
Section 19(b)(2) of the Act,\12\ designates December 4, 2022, as the 
date by which the Commission should either approve or disapprove the 
proposed rule change (File No. SR-NASDAQ-2022-027), as modified by 
Amendment No. 2.
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    \12\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\13\
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    \13\ 17 CFR 200.30-3(a)(57).
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J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2022-21337 Filed 9-30-22; 8:45 am]
BILLING CODE 8011-01-P


