# Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing of a Proposed Rule Change To List and Trade Shares of the Canary Staked SEI ETF Under BZX Rule 14.11(e)(4), Commodity-Based Trust Shares
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the “Act”), [^1] and Rule 19b-4 thereunder, [^2] notice is hereby given that on August 26, 2025, Cboe BZX Exchange, Inc. (the “Exchange” or “BZX”) filed with the Securities and Exchange Commission (the “Commission”) the proposed rule change as described in Items I, II, and III 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.
[^1] 15 U.S.C. 78s(b)(1).
[^2] 17 CFR 240.19b-4.
**I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change**
Cboe BZX Exchange, Inc. (“BZX” or the “Exchange”) is filing with the Securities and Exchange Commission (“Commission” or “SEC”) a proposed rule change to list and trade shares of the Canary Staked SEI ETF (the “Trust”), [^3] under BZX Rule 14.11(e)(4), Commodity-Based Trust Shares.
[^3] The Trust was formed as a Delaware statutory trust on April 23, 2025. The Trust has no fixed termination date.
The text of the proposed rule change is also available on the Exchange's website ( *http://markets.cboe.com/us/equities/regulation/rule_filings/bzx/* ) and at the Exchange's Office of the Secretary.
**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.
**A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change**
**1. Purpose**
The Exchange proposes to list and trade the Shares under BZX Rule 14.11(e)(4), [^4] which governs the listing and trading of Commodity-Based Trust Shares on the Exchange. [^5] Canary Capital Group LLC is the sponsor of the Trust (the “Sponsor”). The Shares will be registered with the Commission by means of the Trust's registration statement on Form S-1 (the “Registration Statement”). [^6] According to the Registration Statement, the Trust is neither an investment company registered under the Investment Company Act of 1940, as amended, [^7] nor a commodity pool for purposes of the Commodity Exchange Act (“CEA”), and neither the Trust nor the Sponsor is subject to regulation as a commodity pool operator or a commodity trading adviser in connection with the Shares.
[^4] The Commission approved BZX Rule 14.11(e)(4) in Securities Exchange Act Release No. 65225 (August 30, 2011), 76 FR 55148 (September 6, 2011) (SR-BATS-2011-018).
[^5] Any of the statements or representations regarding the index composition, the description of the portfolio or reference assets, limitations on portfolio holdings or reference assets, dissemination and availability of index, reference asset, and intraday indicative values, or the applicability of Exchange listing rules specified in this filing to list a series of Other Securities (collectively, “Continued Listing Representations”) shall constitute continued listing requirements for the Shares listed on the Exchange.
[^6]*See* the Registration Statement on Form S-1, dated April 30, 2025, submitted by the Sponsor on behalf of the Trust. The descriptions of the Trust, the Shares, and the Pricing Benchmark (as defined below) contained herein are based, in part, on information in the Registration Statement. The Registration Statement is not yet effective, and the Shares will not trade on the Exchange until such time that the Registration Statement is effective.
[^7] 15 U.S.C. 80a-1.
Since 2017, the Commission has approved or disapproved exchange filings to list and trade series of Trust Issued Receipts, including spot-based Commodity-Based Trust Shares, on the basis of whether the listing exchange has in place a comprehensive surveillance sharing agreement with a regulated market of significant size related to the underlying commodity to be held (the “Winklevoss Test”). [^8] The Commission has also consistently recognized that this not the *exclusive* means by which an ETP listing exchange can meet this statutory obligation. [^9] A listing exchange could, alternatively, demonstrate that “other means to prevent fraudulent and manipulative acts and practices will be sufficient” to justify dispensing with a surveillance-sharing agreement with a regulated market of significant size. [^10]
[^8]*See* Securities Exchange Act Release Nos. 78262 (July 8, 2016), 81 FR 78262 (July 14, 2016) (the “Winklevoss Proposal”). The Winklevoss Proposal was the first exchange rule filing proposing to list and trade shares of an ETP that would hold spot bitcoin (a “Spot Bitcoin ETP”). It was subsequently disapproved by the Commission. *See* Securities Exchange Act Release No. 83723 (July 26, 2018), 83 FR 37579 (August 1, 2018) (the “Winklevoss Order”); 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) (the “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) (the “Spot ETH ETP Approval Order”).
[^9]*See* Winklevoss Order, 83 FR at 37580; *see* Spot Bitcoin ETP Approval Order, 89 FR at 3009; *see* Spot ETH ETP Approval Order 89 FR at 46938.
[^10] The Exchange notes that that the Winklevoss Test was first applied in 2017 in the Winklevoss Order, which was the first disapproval order related to an exchange proposal to list and trade a Spot Bitcoin ETP. All prior approval orders issued by the Commission approving the listing and trading of series of Trust Issued Receipts included no specific analysis related to a “regulated market of significant size.” The Winklevoss Order and the Commission's prior orders approving the listing and trading of series of Trust Issued Receipts have noted that the spot commodities and currency markets for which it has previously approved spot ETPs are generally unregulated and that the Commission relied on the underlying futures market as the regulated market of significant size that formed the basis for approving the series of Currency and Commodity-Based Trust Shares, including gold, silver, platinum, palladium, copper, and other commodities and currencies. The Commission specifically noted in the Winklevoss Order that the approval order issued related to the first spot gold ETP “was based on an assumption that the currency market and the spot gold market were largely unregulated.” *See* Winklevoss Order at 37592. As such, the regulated market of significant size test does not require that the spot market be regulated in order for the Commission to approve this proposal, and precedent makes clear that an underlying market for a spot commodity or currency being a regulated market would actually be an exception to the norm. These largely unregulated currency and commodity markets do not provide the same protections as the markets that are subject to the Commission's oversight, but the Commission has consistently looked to surveillance sharing agreements with the underlying futures market in order to determine whether such products were consistent with the Act.
The Commission recently issued orders granting approval for proposals to list bitcoin- and ether-based commodity trust shares and bitcoin-based, ether-based, and a combination of bitcoin- and ether-based trust issued receipts (these proposed funds are nearly identical to the Trust, but proposed to hold bitcoin and/or ether, respectively, instead of SEI) (“Spot Bitcoin ETPs” and “Spot ETH ETPs”). In both the Spot Bitcoin ETP Approval Order and Spot ETH ETP Approval Order, the Commission found that sufficient “other means” of preventing fraud and manipulation had been demonstrated that justified dispensing with a surveillance-sharing agreement of significant size. Specifically, the Commission found that while the Chicago Mercantile Exchange (“CME”) futures market for both bitcoin and ether were not of “significant size” related to the spot market, the Exchange demonstrated that other means could be reasonably expected to assist in surveilling for fraudulent and manipulative acts and practices in the specific context of the proposals.
As further discussed below, both the Exchange and the Sponsor believe that this proposal and the included analysis are sufficient to establish that the proposal is consistent with the Act itself and, additionally, that there are sufficient “other means” of preventing fraud and manipulation that warrant dispensing of the surveillance-sharing agreement with a regulated market of significant size, as was done with both Spot Bitcoin ETPs and Spot ETH ETPs, and that this proposal should be approved.
**Background**
SEI is the native cryptographic token of the SEI Network, which is a decentralized application-specific Layer 1 blockchain designed to serve as foundational infrastructure for high-performance trading and exchange-focused decentralized applications. The SEI Network distinguishes itself through its specialized architecture designed to deliver low-latency, high-throughput execution while supporting use cases across decentralized finance (“DeFi”), gaming and non-fungible tokens (“NFTs”). Unlike general-purpose smart contract platforms, the SEI Network integrates a native order-matching engine, a batch-based auction mechanism and protocol-level transaction parallelization tailored for trading applications.
The SEI Network operates under a proof-of-stake consensus model built on Tendermint Core, a Byzantine Fault Tolerant engine that finalizes blocks deterministically and separates consensus from application logic. The SEI Network enhances this consensus model through “Twin-Turbo” architecture, which combines intelligent block propagation with speculative, pre-commit transaction execution. Validators propose and confirm transactions, and holders of SEI may delegate their stake to validators in exchange for staking rewards and governance rights. The Twin-Turbo system improves block finality and reduces latency, making the SEI Network especially suitable for real-time execution and high-frequency strategies.
Unlike many other blockchain networks that rely on externally deployed smart contracts for trading logic, the SEI Network integrates core exchange functionality directly at the protocol level. At the center of the SEI Network's trading design is its native order-matching engine, which enables applications to create and operate on-chain central limit order books. The SEI Network implements a frequent batch auction mechanism to minimize front-running and ensure equitable execution, aggregating orders submitted within a block and clearing them at a uniform price determined by market conditions.
The SEI Network operates on a delegated proof-of-stake model, where validators stake SEI to secure the network, validate transactions, and participate in governance. Validators play a critical role in maintaining network integrity by operating nodes that commit new blocks to the SEI Blockchain. SEI token holders can delegate their tokens to validators without operating nodes themselves, earning a share of validator rewards distributed proportionally to their stake. The network employs on-chain governance where SEI holders participate by submitting and voting on protocol proposals, with voting power proportional to the amount of SEI staked to a validator.
Unlike proof-of-work assets such as bitcoin, SEI was not mined but was pre-allocated prior to the launch of the SEI Network. At genesis, a fixed maximum supply of 10 billion SEI was established to support long-term ecosystem growth, validator incentives and community participation. The initial token distribution included: (i) 48% to ecosystem reserves, supporting payment of staking rewards, ecosystem initiatives and incentives; (ii) 20% to SEI Labs and core contributors for protocol development; (iii) 20% to early backers and private investors; (iv) 9% to foundation and community reserves; and (v) 3% to a public launch allocation. The SEI Network does not implement an inflationary block reward model by default, with any future token issuance subject to governance by SEI holders.
The SEI token serves multiple functions within the SEI Network, including securing the network through proof-of-stake validator delegation, facilitating on-chain governance by enabling token holder voting, and serving as the payment mechanism for transaction fees related to order execution, smart contract interactions and general network activity. All transactions on the SEI Network require SEI to cover gas fees associated with transaction execution, smart contract interactions and validator compensation. Additionally, SEI facilitates value transfer and in-protocol utility across decentralized exchanges, DeFi applications and NFT platforms built on the SEI Network.
The SEI Network supports advanced trading applications through its integrated financial primitives, including the native order-matching engine that enables shared liquidity across applications and the frequent batch auction mechanism that promotes fair execution. The network can handle complex trading operations including spot trading, derivatives, and cross-chain transactions through its interoperability with other Cosmos SDK-based blockchains via the Inter-Blockchain Communication (“IBC”) protocol. SEI can be transferred in direct peer-to-peer transactions through the direct sending of SEI over the SEI Network from one SEI address to another.
As noted above, this proposal is to list and trade shares of the Trust that would hold spot SEI and, as described below, cause the Trust to stake a portion of its SEI.
**Section 6(b)(5) and the Applicable Standards**
The Commission has approved numerous series of Trust Issued Receipts, [^11] including Commodity-Based Trust Shares, [^12] to be listed on U.S. national securities exchanges. In order for any proposed rule change from an exchange to be approved, the Commission must determine that, among other things, the proposal is consistent with the requirements of Section 6(b)(5) of the Act, specifically including: (i) the requirement that a national securities exchange's rules are designed to prevent fraudulent and manipulative acts and practices; [^13] and (ii) the requirement that an exchange proposal be designed, in general, to protect investors and the public interest. The Exchange believes that this proposal is consistent with the requirements of Section 6(b)(5) of the Act and that this filing sufficiently demonstrates that potential policy concerns under the Act are sufficiently mitigated to the point that they are outweighed by quantifiable investor protection issues that would be resolved by approving this proposal.
[^11]*See* Exchange Rule 14.11(f).
[^12] Commodity-Based Trust Shares, as described in Exchange Rule 14.11(e)(4), are a type of Trust Issued Receipt.
[^13] Much like bitcoin and ETH, the Exchange believes that SEI is resistant to price manipulation and that “other means to prevent fraudulent and manipulative acts and practices” exist to justify dispensing with the requisite surveillance sharing agreement. The geographically diverse and continuous nature of SEI trading render it difficult and prohibitively costly to manipulate the price of SEI. The fragmentation across platforms and the capital necessary to maintain a significant presence on each trading platform make manipulation of SEI prices through continuous trading activity challenging. To the extent that there are trading platforms engaged in or allowing wash trading or other activity intended to manipulate the price of SEI on other markets, such pricing does not normally impact prices on other trading platforms because participants will generally ignore markets with quotes that they deem non-executable. Moreover, the linkage between SEI markets and the presence of arbitrageurs in those markets means that the manipulation of the price of SEI on any single venue would require manipulation of the global SEI price in order to be effective. Arbitrageurs must have funds distributed across multiple trading platforms in order to take advantage of temporary price dislocations, thereby making it unlikely that there will be strong concentration of funds on any particular trading platforms or OTC platform. Further, the speed and relatively inexpensive nature of transactions on the SEI Network allow arbitrageurs to quickly move capital between trading platforms where price dislocations may occur. As a result, the potential for manipulation on a trading platform would require overcoming the liquidity supply of such arbitrageurs who are effectively eliminating any cross-market pricing differences.
More recently, the Commission has applied the Winklevoss Test while also recognizing that the “regulated market of significant size” standard is not the only means for satisfying Section 6(b)(5) of the Act by specifically providing that a listing exchange could demonstrate that “other means to prevent fraudulent and manipulative acts and practices” are sufficient to justify dispensing with the requisite surveillance-sharing agreement. [^14] While there is currently no futures market for SEI, in the Spot Bitcoin ETP Approval Order and Spot ETH ETP Approval Order the Commission determined that the CME bitcoin futures market and CME ETH futures market, respectively, were not of “significant size” related to the spot market. Instead, the Commission found that sufficient “other means” of preventing fraud and manipulation had been demonstrated that justified dispensing with a surveillance-sharing agreement of significant size. The Exchange and Sponsor believe that this proposal provides for other means of preventing fraud and manipulation that justify dispensing with a surveillance-sharing agreement of significant size.
[^14]*See* Winklevoss Order at 37580. The Commission has also specifically noted that it “is not applying a `cannot be manipulated' standard; instead, the Commission is examining whether the proposal meets the requirements of the Exchange Act and, pursuant to its Rules of Practice, places the burden on the listing exchange to demonstrate the validity of its contentions and to establish that the requirements of the Exchange Act have been met.” *Id.* at 37582.
Over the past several years, U.S. investor exposure to SEI has grown into billions of dollars reaching a fully diluted market cap of approximately $3.13 billion as of April 2025. The Exchange believes that approving this proposal (and comparable proposals) provides the Commission with the opportunity to allow U.S. investors with access to SEI in a regulated and transparent exchange-traded vehicle that would act to limit risk to U.S. investors.
The policy concerns that the Exchange Act is designed to address are also otherwise mitigated by the fact that the size of the market for the underlying reference asset ($3.13 billion fully diluted value) and the nature of the SEI ecosystem reduces its susceptibility to manipulation. The geographically diverse and continuous nature of SEI trading makes it difficult and prohibitively costly to manipulate the price of SEI and, in many instances, the SEI market can be less susceptible to manipulation than the equity, fixed income, and commodity futures markets. There are a number of reasons this is the case, including that (i) there is not inside information about revenue, earnings, corporate activities, or sources of supply; (ii) manipulation of the price on any single venue would require manipulation of the global SEI price in order to be effective; (iii) a substantial over-the-counter market provides liquidity and shock-absorbing capacity; (iv) SEI's 24/7/365 nature provides constant arbitrage opportunities across all trading venues; and (v) it is unlikely that any one actor could obtain a dominant market share.
Further, SEI is arguably less susceptible to manipulation than other commodities that underlie ETPs; there may be inside information relating to the supply of the physical commodity such as the discovery of new sources of supply or significant disruptions at mining facilities that supply the commodity that simply are inapplicable as it relates to certain cryptoassets, including SEI. Further, the Exchange believes that the fragmentation across SEI trading platforms and increased adoption of SEI, as displayed through increased user engagement and trading volumes, and the SEI Network makes manipulation of SEI prices through continuous trading activity more difficult. Moreover, the linkage between the SEI markets and the presence of arbitrageurs in those markets means that the manipulation of the price of SEI price on any single venue would require manipulation of the global SEI price in order to be effective. Arbitrageurs must have funds distributed across multiple SEI trading platforms in order to take advantage of temporary price dislocations, thereby making it unlikely that there will be a strong concentration of funds on any particular SEI trading platform. As a result, the potential for manipulation on a particular SEI trading platform would require overcoming the liquidity supply of such arbitrageurs who are effectively eliminating any cross-market pricing differences. For all of these reasons, SEI is not particularly susceptible to manipulation, especially as compared to other approved ETP reference assets.
**Canary Staked SEI ETF**
CSC Delaware Trust Company is the trustee (“Trustee”). A third party will be the administrator (“Administrator”) and transfer agent (“Transfer Agent”) and will be responsible for the custody of the Trust's cash and cash equivalents [^15] (the “Cash Custodian”). A third-party custodian (the “Custodian”) will be responsible for custody of the Trust's SEI.
[^15] Cash equivalents are short-term instruments with maturities of less than 3 months.
According to the Registration Statement, each Share will represent a fractional undivided beneficial interest in and ownership of the Trust. The Trust's assets will only consist of SEI, cash, or cash and cash equivalents.
According to the Registration Statement, the Trust will be neither an investment company registered under the Investment Company Act of 1940, as amended, [^16] nor a commodity pool for purposes of the CEA, and neither the Trust nor the Sponsor is subject to regulation as a commodity pool operator or a commodity trading adviser in connection with the Shares.
[^16] 15 U.S.C. 80a-1.
The Sponsor may stake, or cause to be staked, all or a portion of the Trust's SEI through one or more trusted staking providers (“Staking Providers”). In consideration for any staking activity in which the Trust may engage, the Trust would receive all or a portion of the staking rewards generated through staking activities, which may be treated as income to the Trust. The Trust will not acquire and will disclaim any incidental right (“IR”), or IR asset received, for example as a result of forks or airdrops, and such assets will not be taken into account for purposes of determining NAV.
When the Trust creates or redeems its Shares, it will do so in cash transactions or in-kind transactions, in blocks of 10,000 Shares (a “Creation Basket”) at the Trust's net asset value (“NAV”). For cash creations and redemptions authorized participants will deliver, or facilitate the delivery of, cash to the Trust's account with the Cash Custodian, in exchange for Shares when they create Shares, and the Trust, through the Cash Custodian, will deliver cash to such authorized participants when they redeem Shares with the Trust. For in-kind creation and redemptions authorized participants will deliver, or facilitate delivery of, SEI to the Trust's account with the Custodian, in exchange for Shares when they create Shares, and the Trust, through the Custodian, will deliver SEI to such authorized participants when they redeem Shares with the Trust. An affiliate of the Sponsor may serve as an authorized participant of the Trust. Authorized participants may then offer Shares to the public at prices that depend on various factors, including the supply and demand for Shares, the value of the Trust's assets, and market conditions at the time of a transaction.
**Investment Objective**
According to the Registration Statement and as further described below, the Trust's investment objective is to seek to track the performance of SEI, as measured by the CoinDesk SEI USD CCIX 60 min NY Rate (“Pricing Benchmark”), adjusted for the Trust's expenses and other liabilities. In seeking to achieve its investment objective, the Trust will hold SEI and will value its Shares daily as of 4:00 p.m. ET using the same methodology used to calculate the Pricing Benchmark. All of the Trust's SEI will be held by the Custodian.
**The Pricing Benchmark**
As described in the Registration Statement, The Trust will use the Pricing Benchmark to calculate the Trust's NAV. The Trust will determine the SEI Pricing Benchmark price and value its Shares daily based on the value of SEI as reflected by the Pricing Benchmark. The Pricing Benchmark will be calculated daily and aggregates the notional value of SEI trading across major SEI spot trading platforms, as determined by the provider.
**Net Asset Value**
NAV means the total assets of the Trust (which includes all SEI and cash and cash equivalents) less total liabilities of the Trust. The Administrator determines the NAV of the Trust on each day that the Exchange is open for regular trading, as promptly as practical after 4:00 p.m. ET based on the closing value of the Pricing Benchmark. The NAV of the Trust is the aggregate value of the Trust's assets less its estimated accrued but unpaid liabilities (which include accrued expenses). In determining the NAV, the Administrator values the SEI held by the Trust based on the closing value of the Pricing Benchmark as of 4:00 p.m. ET. The Administrator also determines the NAV per Share. The NAV for the Trust will be calculated by the Administrator once a day and will be disseminated daily to all market participants at the same time.
**Availability of Information**
In addition to the price transparency of the Pricing Benchmark, the Trust will provide information regarding the Trust's SEI holdings as well as additional data regarding the Trust. The website for the Trust, which will be publicly accessible at no charge, will contain the following information: (a) the current NAV per Share daily and the prior business day's NAV per Share and the reported BZX Official Closing Price; [^17] (b) the BZX Official Closing Price in relation to the NAV per Share as of the time the NAV is calculated and a calculation of the premium or discount of such price against such NAV per Share; (c) data in chart form displaying the frequency distribution of discounts and premiums of the BZX Official Closing Price against the NAV per Share, within appropriate ranges for each of the four previous calendar quarters (or for the life of the Trust, if shorter); (d) the prospectus; and (e) other applicable quantitative information. The aforementioned information will be published as of the close of business and available on the Sponsor's website at *https://canary.capital,* or any successor thereto. The NAV for the Trust will be calculated by the Administrator once a day and will be disseminated daily to all market participants at the same time. Quotation and last-sale information regarding the Shares will be disseminated through the facilities of the Consolidated Tape Association (“CTA”). The Trust will also disseminate its holdings on a daily basis on its website.
[^17] As defined in Rule 11.23(a)(3), the term “BZX Official Closing Price” shall mean the price disseminated to the consolidated tape as the market center closing trade.
The Intraday Indicative Value (“IIV”) will be updated during Regular Trading Hours to reflect changes in the value of the Trust's SEI holdings during the trading day. The IIV disseminated during Regular Trading Hours should not be viewed as an actual real-time update of the NAV, which will be calculated only once at the end of each trading day. The IIV may differ from the NAV because NAV is calculated, using the closing value of the Pricing Benchmark, once a day at 4 p.m. ET, whereas the IIV draws prices from the last trade on each constituent platform in an effort to produce a relevant, real-time price). The Trust will provide an IIV per Share updated every 15 seconds, as calculated by the Exchange or a third-party financial data provider during the Exchange's Regular Trading Hours (9:30 a.m. to 4:00 p.m. E.T.). The IIV will be widely disseminated on a per Share basis every 15 seconds during the Exchange's Regular Trading Hours through the facilities of the CTA and Consolidated Quotation System (CQS) high speed lines. In addition, the IIV will be available through on-line information services, such as Bloomberg and Reuters.
The price of SEI will be made available by one or more major market data vendors, updated at least every 15 seconds during Regular Trading Hours.
As noted above, the Pricing Benchmark is calculated every 15 seconds and information about the Pricing Benchmark and Pricing Benchmark value, including index data and key elements of how the Pricing Benchmark is calculated, will be publicly available at a website maintained by the provider of the Pricing Benchmark.
Quotation and last sale information for SEI is widely disseminated through a variety of major market data vendors, including Bloomberg and Reuters. Information relating to trading, including price and volume information, in SEI is available from major market data vendors and from the trading platforms on which SEI are traded. Depth of book information is also available from SEI trading platforms. The normal trading hours for SEI trading platforms are 24 hours per day, 365 days per year.
Information regarding market price and trading volume of the Shares will be continually available on a real-time basis throughout the day on brokers' computer screens and other electronic services. Information regarding the previous day's BZX Official Closing Price and trading volume information for the Shares will be published daily in the financial section of newspapers. Quotation and last-sale information regarding the Shares will be disseminated through the facilities of the CTA.
**The Custodian**
The Custodian's services (i) allow SEI to be deposited from a public blockchain address to the Trust's SEI account; (ii) allow SEI to be withdrawn from the SEI account to a public blockchain address as instructed by the Trust; and (iii) allow SEI to be staked. The custody agreement requires the Custodian to hold the Trust's SEI in cold storage, unless required to facilitate withdrawals as a temporary measure. The Custodian will use segregated cold storage SEI addresses for the Trust which are separate from the SEI addresses that the Custodian uses for its other customers and which are directly verifiable via the SEI blockchain. The Custodian will safeguard the private keys to the SEI associated with the Trust's SEI account. The Custodian will at all times record and identify in its books and records that such SEI constitutes the property of the Trust. The Custodian will not withdraw the Trust's SEI from the Trust's account with the Custodian, or loan, hypothecate, pledge or otherwise encumber the Trust's SEI, without the Trust's instruction. If the custody agreement terminates, the Sponsor may appoint another custodian, and the Trust may enter into a custodian agreement with such custodian.
**Creation and Redemption of Shares**
When the Trust creates or redeems its Shares, it will do so in cash or in-kind. When the Trust creates or redeems its Shares in cash or in-kind, it will do so in Creation Baskets that are based on the quantity of SEI attributable to each Share of the Trust (net of the accrued but unpaid Sponsor's fee and any accrued but unpaid expenses or liabilities). Creation Baskets are issued and redeemed in exchange for SEI or cash. According to the Registration Statement, on any business day, an authorized participant may place an order to create one or more Creation Baskets. Purchase orders must be placed by the close of 4:00 p.m. or the close of regular trading on the Exchange, whichever is earlier. The day on which an order is properly received is considered the purchase order date. For cash creations, authorized participants will deliver, or facilitate the delivery of, cash to the Trust's account with the Cash Custodian in exchange for Shares. Upon receipt of an approved cash creation order, the Sponsor, on behalf of the Trust, will submit to one or more previously onboarded trading partners an order to buy the amount of SEI represented by a Creation Basket. For in-kind creations, authorized participants or their designee will deliver, or facilitate the delivery of, SEI to the Trust's account with the Custodian in exchange for Shares. For a cash creation order, the total deposit of cash required is based on the combined NAV of the number of Shares included in the Creation Baskets being created determined as of 4:00 p.m. ET on the date the order to purchase is properly received. With respect to a cash purchase order, as between the Trust and the authorized participant, the authorized participant is responsible for the dollar cost of the difference between the SEI price utilized in calculating NAV on trade date and the price at which the Trust acquires the SEI to the extent the price realized in buying the SEI is higher than the SEI price utilized in the NAV. To the extent the price realized in buying the SEI is lower than the price utilized in the NAV, the Authorized Participant shall keep the dollar impact of any such difference.
For a creation order in-kind, the total in-kind transfer of SEI is based on the quantity of SEI attributable to the Creation Basket applicable to the date the order to purchase is properly received. After the close of business each day, the Administrator determines the quantity of SEI used to calculate the a Creation Basket for a given day by dividing the number of SEI held by the Trust, adjusted for the amount of SEI constituting estimated accrued but unpaid fees and expenses of the Trust as of the opening of business on that business day, by the quotient of the number of Shares outstanding at the opening of business divided by the number of Shares in a Creation Basket. The procedures by which an authorized participant can redeem one or more Creation Baskets mirror the procedures for the creation of Creation Baskets. For a cash redemption order, an authorized participant will deliver Shares to the Trust and will receive cash for the Shares delivered. With respect to a cash redemption order, between the Trust and the Authorized Participant, the Authorized Participant will be responsible for the dollar cost of the difference between the SEI price utilized in calculating the NAV on trade date and the price realized in selling the SEI to raise the cash needed for the cash redemption order to the extent the price realized in selling the SEI is lower than the SEI price utilized in the NAV. To the extent the price realized from selling the SEI is higher than the price utilized in the NAV, the Authorized Participant shall get to keep the dollar impact of any such difference. For an in-kind redemption order, an authorized participant will deliver Shares to the Trust and the authorized participant or its designee will receive SEI for the Shares delivered. The Sponsor (including its delegates) will maintain ownership and control of the Trust's SEI in a manner consistent with good delivery requirements for spot commodity transactions.
**Rule 14.11(e)(4)—Commodity-Based Trust Shares**
The Shares will be subject to BZX Rule 14.11(e)(4), which sets forth the initial and continued listing criteria applicable to Commodity-Based Trust Shares. The Exchange represents that, for initial and continued listing, the Trust must be in compliance with Rule 10A-3 under the Act. A minimum of 100,000 Shares will be outstanding at the commencement of listing on the Exchange. The Exchange will obtain a representation that the NAV will be calculated daily and that the NAV and information about the assets of the Trust will be made available to all market participants at the same time. The Exchange notes that, as defined in Rule 14.11(e)(4)(C)(i), the Shares will be: (a) issued by a trust that holds (1) a specified commodity [^18] deposited with the trust, or (2) a specified commodity and, in addition to such specified commodity, cash; (b) 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 (c) 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.
[^18] For purposes of Rule 14.11(e)(4), the term commodity takes on the definition of the term as provided in the Commodity Exchange Act.
Upon termination of the Trust, the Shares will be removed from listing. The Trustee, CSC Delaware Trust Company, is a trust company having substantial capital and surplus and the experience and facilities for handling corporate trust business, as required under Rule 14.11(e)(4)(E)(iv)(a) and that no change will be made to the trustee without prior notice to and approval of the Exchange. The Exchange also notes that, pursuant to Rule 14.11(e)(4)(F), neither the Exchange nor any agent of the Exchange shall have any liability for damages, claims, losses or expenses caused by any errors, omissions or delays in calculating or disseminating any underlying commodity value, the current value of the underlying commodity required to be deposited to the Trust in connection with issuance of Commodity-Based Trust Shares; resulting from any negligent act or omission by the Exchange, or any agent of the Exchange, or any act, condition or cause beyond the reasonable control of the Exchange, its agent, including, but not limited to, an act of God; fire; flood; extraordinary weather conditions; war; insurrection; riot; strike; accident; action of government; communications or power failure; equipment or software malfunction; or any error, omission or delay in the reports of transactions in an underlying commodity. Finally, as required in Rule 14.11(e)(4)(G), the Exchange notes that any registered market maker (“Market Maker”) in the Shares must file with the Exchange in a manner prescribed by the Exchange and keep current a list identifying all accounts for trading in an underlying commodity, related commodity futures or options on commodity futures, or any other related commodity derivatives, which the registered Market Maker may have or over which it may exercise investment discretion. No registered Market Maker shall trade in an underlying commodity, related commodity futures or options on commodity futures, or any other related commodity derivatives, in an account in which a registered Market Maker, directly or indirectly, controls trading activities, or has a direct interest in the profits or losses thereof, which has not been reported to the Exchange as required by this Rule. In addition to the existing obligations under Exchange rules regarding the production of books and records (see, *e.g.,* Rule 4.2), the registered Market Maker in Commodity-Based Trust Shares shall make available to the Exchange such books, records or other information pertaining to transactions by such entity or registered or non-registered employee affiliated with such entity for its or their own accounts for trading the underlying physical commodity, related commodity futures or options on commodity futures, or any other related commodity derivatives, as may be requested by the Exchange.
The Exchange is able to obtain information regarding trading in the Shares and the underlying SEI or any other SEI derivative through members acting as registered Market Makers, in connection with their proprietary or customer trades.
As a general matter, the Exchange has regulatory jurisdiction over its Members and their associated persons, which include any person or entity controlling a Member. To the extent the Exchange may be found to lack jurisdiction over a subsidiary or affiliate of a Member that does business only in commodities or futures contracts, the Exchange could obtain information regarding the activities of such subsidiary or affiliate through surveillance sharing agreements with regulatory organizations of which such subsidiary or affiliate is a member.
**Trading Halts**
With respect to trading halts, the Exchange may consider all relevant factors in exercising its discretion to halt or suspend trading in the Shares. The Exchange will halt trading in the Shares under the conditions specified in BZX Rule 11.18. Trading may be halted because of market conditions or for reasons that, in the view of the Exchange, make trading in the Shares inadvisable. These may include: (1) the extent to which trading is not occurring in the SEI underlying the Shares; or (2) whether other unusual conditions or circumstances detrimental to the maintenance of a fair and orderly market are present. Trading in the Shares also will be subject to Rule 14.11(e)(4)(E)(ii), which sets forth circumstances under which trading in the Shares may be halted.
If the IIV or the value of the Pricing Benchmark is not being disseminated as required, the Exchange may halt trading during the day in which the interruption to the dissemination of the IIV or the value of the Pricing Benchmark occurs. If the interruption to the dissemination of the IIV or the value of the Pricing Benchmark persists past the trading day in which it occurred, the Exchange will halt trading no later than the beginning of the trading day following the interruption.
In addition, if the Exchange becomes aware that the NAV with respect to the Shares is not disseminated to all market participants at the same time, it will halt trading in the Shares until such time as the NAV is available to all market participants.
**Trading Rules**
The Exchange deems the Shares to be equity securities, thus rendering trading in the Shares subject to the Exchange's existing rules governing the trading of equity securities. BZX will allow trading in the Shares during all trading sessions on the Exchange. The Exchange has appropriate rules to facilitate transactions in the Shares during all trading sessions. As provided in BZX Rule 11.11(a) the minimum price variation for quoting and entry of orders in securities traded on the Exchange is $0.01 where the price is greater than $1.00 per share or $0.0001 where the price is less than $1.00 per share. The Shares of the Trust will conform to the initial and continued listing criteria set forth in BZX Rule 14.11(e)(4).
**Surveillance**
The Exchange represents that its surveillance procedures are adequate to properly monitor the trading of the Shares on the Exchange during all trading sessions and to deter and detect violations of Exchange rules and the applicable federal securities laws. Trading of the Shares through the Exchange will be subject to the Exchange's surveillance procedures for derivative products, including Commodity-Based Trust Shares. FINRA conducts certain cross-market surveillances on behalf of the Exchange pursuant to a regulatory services agreement. The Exchange is responsible for FINRA's performance under this regulatory services agreement.
The Exchange or FINRA, on behalf of the Exchange, or both, will communicate as needed regarding trading in the Shares or any other SEI derivative with other markets and other entities that are members of the ISG, and the Exchange, or FINRA, on behalf of the Exchange, or both, may obtain trading information regarding trading in the Shares or any other SEI derivative from such markets and other entities. [^19] The Exchange may obtain information regarding trading in the Shares or any other SEI derivative via ISG, from other exchanges who are members or affiliates of the ISG, or with which the Exchange has entered into a comprehensive surveillance sharing agreement.
[^19] For a list of the current members and affiliate members of ISG, *see www.isgportal.com.*
In addition, the Exchange also has a general policy prohibiting the distribution of material, non-public information by its employees.
The Sponsor has represented to the Exchange that it will advise the Exchange of any failure by the Trust or the Shares to comply with the continued listing requirements, and, pursuant to its obligations under Section 19(g)(1) of the Exchange Act, the Exchange will surveil for compliance with the continued listing requirements. If the Trust or the Shares are not in compliance with the applicable listing requirements, the Exchange will commence delisting procedures under Exchange Rule 14.12.
**Information Circular**
Prior to the commencement of trading, the Exchange will inform its members in an Information Circular of the special characteristics and risks associated with trading the Shares. Specifically, the Information Circular will discuss the following: (i) the procedures for the creation and redemption of Creation Baskets (and that the Shares are not individually redeemable); (ii) BZX Rule 3.7, which imposes suitability obligations on Exchange members with respect to recommending transactions in the Shares to customers; (iii) how information regarding the IIV and the Trust's NAV are disseminated; (iv) the risks involved in trading the Shares outside of Regular Trading Hours [^20] when an updated IIV will not be calculated or publicly disseminated; (v) the requirement that members deliver a prospectus to investors purchasing newly issued Shares prior to or concurrently with the confirmation of a transaction; and (vi) trading information. The Information Circular will also reference the fact that there is no regulated source of last sale information regarding SEI, and that the Commission has no jurisdiction over the trading of SEI as a commodity.
[^20] Regular Trading Hours is the time between 9:30 a.m. and 4:00 p.m. Eastern Time.
In addition, the Information Circular will advise members, prior to the commencement of trading, of the prospectus delivery requirements applicable to the Shares. Members purchasing the Shares for resale to investors will deliver a prospectus to such investors. The Information Circular will also discuss any exemptive, no-action and interpretive relief granted by the Commission from any rules under the Act.
**2. Statutory Basis**
The Exchange believes that the proposal is consistent with Section 6(b) of the Act [^21] in general and Section 6(b)(5) of the Act [^22] in particular in that it is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in facilitating transactions in securities, 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.
[^21] 15 U.S.C. 78f.
[^22] 15 U.S.C. 78f(b)(5).
The Commission has approved numerous series of Trust Issued Receipts, [^23] including Commodity-Based Trust Shares, [^24] to be listed on U.S. national securities exchanges. In order for any proposed rule change from an exchange to be approved, the Commission must determine that, among other things, the proposal is consistent with the requirements of Section 6(b)(5) of the Act, specifically including: (i) the requirement that a national securities exchange's rules are designed to prevent fraudulent and manipulative acts and practices; [^25] and (ii) the requirement that an exchange proposal be designed, in general, to protect investors and the public interest. The Exchange believes that this proposal is consistent with the requirements of Section 6(b)(5) of the Act and that this filing sufficiently demonstrates that potential policy concerns under the Act are sufficiently mitigated to the point that they are outweighed by quantifiable investor protection issues that would be resolved by approving this proposal.
[^23]*See* Exchange Rule 14.11(f).
[^24] Commodity-Based Trust Shares, as described in Exchange Rule 14.11(e)(4), are a type of Trust Issued Receipt.
[^25] Much like bitcoin and ETH, the Exchange believes that SEI is resistant to price manipulation and that “other means to prevent fraudulent and manipulative acts and practices” exist to justify dispensing with the requisite surveillance sharing agreement. The geographically diverse and continuous nature of SEI trading render it difficult and prohibitively costly to manipulate the price of SEI. The fragmentation across platforms and the capital necessary to maintain a significant presence on each trading platform make manipulation of SEI prices through continuous trading activity challenging. To the extent that there are trading platforms engaged in or allowing wash trading or other activity intended to manipulate the price of SEI on other markets, such pricing does not normally impact prices on other trading platforms because participants will generally ignore markets with quotes that they deem non-executable. Moreover, the linkage between SEI markets and the presence of arbitrageurs in those markets means that the manipulation of the price of SEI on any single venue would require manipulation of the global SEI price in order to be effective. Arbitrageurs must have funds distributed across multiple trading platforms in order to take advantage of temporary price dislocations, thereby making it unlikely that there will be strong concentration of funds on any particular trading platforms or OTC platform. Further, the speed and relatively inexpensive nature of transactions on the SEI Network allow arbitrageurs to quickly move capital between trading platforms where price dislocations may occur. As a result, the potential for manipulation on a trading platform would require overcoming the liquidity supply of such arbitrageurs who are effectively eliminating any cross-market pricing differences.
More recently, the Commission has applied the Winklevoss Test while also recognizing that the “regulated market of significant size” standard is not the only means for satisfying Section 6(b)(5) of the Act. In the specifically providing that a listing exchange could demonstrate that “other means to prevent fraudulent and manipulative acts and practices” are sufficient to justify dispensing with the requisite surveillance-sharing agreement. [^26] While there is currently no futures market for SEI, in the Spot Bitcoin ETP Approval Order and Spot ETH ETP Approval Order the Commission determined that the CME bitcoin futures market and CME ETH futures market, respectively, were not of “significant size” related to the spot market. Instead, the Commission found that sufficient “other means” of preventing fraud and manipulation had been demonstrated that justified dispensing with a surveillance-sharing agreement of significant size. The Exchange and Sponsor believe that this proposal provides for other means of preventing fraud and manipulation justify dispensing with a surveillance-sharing agreement of significant size.
[^26]*See* Winklevoss Order at 37580. The Commission has also specifically noted that it “is not applying a `cannot be manipulated' standard; instead, the Commission is examining whether the proposal meets the requirements of the Exchange Act and, pursuant to its Rules of Practice, places the burden on the listing exchange to demonstrate the validity of its contentions and to establish that the requirements of the Exchange Act have been met.” *Id.* at 37582.
The Exchange believes that the proposal is designed to protect investors and the public interest. Over the past several years, U.S. investor exposure to SEI has grown into billions of dollars with a fully diluted market cap of approximately $3.13 billion as of April 2025. The Exchange believes that approving this proposal (and comparable proposals) provides the Commission with the opportunity to allow U.S. investors with access to SEI in a regulated and transparent exchange-traded vehicle that would act to limit risk to U.S. investors.
The policy concerns that the Exchange Act is designed to address are also otherwise mitigated by the fact that the size of the market for the underlying reference asset ($3.13 billion fully diluted value) and the nature of the SEI ecosystem reduces its susceptibility to manipulation. The geographically diverse and continuous nature of SEI trading makes it difficult and prohibitively costly to manipulate the price of SEI and, in many instances, the SEI market can be less susceptible to manipulation than the equity, fixed income, and commodity futures markets. There are a number of reasons this is the case, including that there is not inside information about revenue, earnings, corporate activities, or sources of supply; manipulation of the price on any single venue would require manipulation of the global SEI price in order to be effective; a substantial over-the-counter market provides liquidity and shock-absorbing capacity; SEI's 24/7/365 nature provides constant arbitrage opportunities across all trading venues; and it is unlikely that any one actor could obtain a dominant market share.
Further, SEI is arguably less susceptible to manipulation than other commodities that underlie ETPs; there may be inside information relating to the supply of the physical commodity such as the discovery of new sources of supply or significant disruptions at mining facilities that supply the commodity that simply are inapplicable as it relates to certain cryptoassets, including SEI. Further, the Exchange believes that the fragmentation across SEI trading platforms and increased adoption of SEI, as displayed through increased user engagement and trading volumes, and the SEI Network make manipulation of SEI prices through continuous trading activity more difficult. Moreover, the linkage between the SEI markets and the presence of arbitrageurs in those markets means that the manipulation of the price of SEI price on any single venue would require manipulation of the global SEI price in order to be effective. Arbitrageurs must have funds distributed across multiple SEI trading platforms in order to take advantage of temporary price dislocations, thereby making it unlikely that there will be strong concentration of funds on any particular SEI trading platform. As a result, the potential for manipulation on a particular SEI trading platform would require overcoming the liquidity supply of such arbitrageurs who are effectively eliminating any cross-market pricing differences. For all of these reasons, SEI is not particularly susceptible to manipulation, especially as compared to other approved ETP reference assets.
**Commodity-Based Trust Shares**
The Exchange believes that the proposed rule change is designed to prevent fraudulent and manipulative acts and practices in that the Shares will be listed on the Exchange pursuant to the initial and continued listing criteria in Exchange Rule 14.11(e)(4). The Exchange believes that its surveillance procedures are adequate to properly monitor the trading of the Shares on the Exchange during all trading sessions and to deter and detect violations of Exchange rules and the applicable federal securities laws. Trading of the Shares through the Exchange will be subject to the Exchange's surveillance procedures for derivative products, including Commodity-Based Trust Shares. The issuer has represented to the Exchange that it will advise the Exchange of any failure by the Trust or the Shares to comply with the continued listing requirements, and, pursuant to its obligations under Section 19(g)(1) of the Exchange Act, the Exchange will surveil for compliance with the continued listing requirements. If the Trust or the Shares are not in compliance with the applicable listing requirements, the Exchange will commence delisting procedures under Exchange Rule 14.12. The Exchange may obtain information regarding trading in the Shares and listed SEI derivatives via the ISG, from other exchanges who are members or affiliates of the ISG, or with which the Exchange has entered into a comprehensive surveillance sharing agreement.
**Availability of Information**
In addition to the price transparency of the Pricing Benchmark, the Trust will provide information regarding the Trust's SEI holdings as well as additional data regarding the Trust. The website for the Trust, which will be publicly accessible at no charge, will contain the following information: (a) the current NAV per Share daily and the prior business day's NAV per Share and the reported BZX Official Closing Price; [^27] (b) the BZX Official Closing Price in relation to the NAV per Share as of the time the NAV is calculated and a calculation of the premium or discount of such price against such NAV per Share; (c) data in chart form displaying the frequency distribution of discounts and premiums of the BZX Official Closing Price against the NAV per Share, within appropriate ranges for each of the four previous calendar quarters (or for the life of the Trust, if shorter); (d) the prospectus; and (e) other applicable quantitative information. The aforementioned information will be published as of the close of business and available on the Sponsor's website at *www.canary.capital,* or any successor thereto. The NAV for the Trust will be calculated by the Administrator once a day and will be disseminated daily to all market participants at the same time. Quotation and last-sale information regarding the Shares will be disseminated through the facilities of the CTA. The Trust will also disseminate its holdings on a daily basis on its website.
[^27] As defined in Rule 11.23(a)(3), the term “BZX Official Closing Price” shall mean the price disseminated to the consolidated tape as the market center closing trade.
The Intraday Indicative Value (“IIV”) will be updated during Regular Trading Hours to reflect changes in the value of the Trust's SEI holdings during the trading day. The IIV may differ from the NAV because NAV is calculated, using the closing value of the Pricing Benchmark, once a day at 4:00 p.m. Eastern time whereas the IIV draws prices from the last trade on each constituent platform to produce a relevant, real-time price. The IIV disseminated during Regular Trading Hours should not be viewed as an actual real-time update of the NAV, which will be calculated only once at the end of each trading day. The Trust will provide an IIV per Share updated every 15 seconds, as calculated by the Exchange or a third-party financial data provider during the Exchange's Regular Trading Hours (9:30 a.m. to 4:00 p.m. E.T.). The IIV will be widely disseminated on a per Share basis every 15 seconds during the Exchange's Regular Trading Hours through the facilities of the CTA and CQS high speed lines. In addition, the IIV will be available through on-line information services such as Bloomberg and Reuters.
The price of SEI will be made available by one or more major market data vendors, updated at least every 15 seconds during Regular Trading Hours.
As noted above, the Pricing Benchmark is calculated every 15 seconds and information about the Pricing Benchmark and Pricing Benchmark value, including index data and key elements of how the Pricing Benchmark is calculated, will be publicly available at a website maintained by the provider of the Pricing Benchmark.
Quotation and last sale information for SEI is widely disseminated through a variety of major market data vendors, including Bloomberg and Reuters. Information relating to trading, including price and volume information, in SEI is available from major market data vendors and from the trading platforms on which SEI are traded. Depth of book information is also available from SEI trading platforms. The normal trading hours for SEI trading platforms are 24 hours per day, 365 days per year.
Information regarding market price and trading volume of the Shares will be continually available on a real-time basis throughout the day on brokers' computer screens and other electronic services. Information regarding the previous day's BZX Official Closing Price and trading volume information for the Shares will be published daily in the financial section of newspapers. Quotation and last-sale information regarding the Shares will be disseminated through the facilities of the CTA.
In sum, the Exchange believes that this proposal is consistent with the requirements of Section 6(b)(5) of the Act, that on the whole the manipulation concerns previously articulated by the Commission are sufficiently mitigated to the point that they are outweighed by investor protection issues that would be resolved by approving this proposal.
The Exchange believes that the proposal is, in particular, designed to protect investors and the public interest. The investor protection issues for U.S. investors has grown significantly over the last several years. As discussed throughout, this growth investor protection concerns need to be re-evaluated and rebalanced with the prevention of fraudulent and manipulative acts and practices concerns that previous disapproval orders have relied upon.
For the above reasons, the Exchange believes that the proposed rule change is consistent with the requirements of Section 6(b)(5) of the Act.
**B. Self-Regulatory Organization's Statement on Burden on Competition**
The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purpose of the Act. The Exchange notes that the proposed rule change, rather will facilitate the listing and trading of an additional exchange-traded product that will enhance competition among both market participants and listing venues, to the benefit of investors and the marketplace.
**C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others**
The Exchange neither solicited nor received comments on the proposed rule change.
**III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action**
Within 45 days of the date of publication of this notice in the *Federal Register* or within such longer period up to 90 days (i) as the Commission may designate if it finds such longer period to be appropriate and publishes its reasons for so finding or (ii) as to which the Exchange consents, the Commission will:
A. by order approve or disapprove such proposed rule change, or
B. institute proceedings to determine whether the proposed rule change should be 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 *[email protected].* Please include file number SR-CboeBZX-2025-120 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-CboeBZX-2025-120. 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 filing 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-CboeBZX-2025-120 and should be submitted on or before October 2, 2025.
For the Commission, by the Division of Trading and Markets, pursuant to delegated authority. [^28]
[^28] 17 CFR 200.30-3(a)(12).
Sherry R. Haywood,
Assistant Secretary.