8011-01p
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-100477; File No. SR-CboeBZX-2024-061]
Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing and Immediate
Effectiveness of a Proposed Rule Change to Modify the Company Listing Fees Under
Exchange Rule 14.13
July 9, 2024.
Pursuant to Section 19(b)(1)1 of the Securities Exchange Act of 1934 (“Act”) and Rule
19b-4 thereunder,2 notice is hereby given that on June 26, 2024, 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.
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 modify the
Company Listing Fees under Exchange Rule 14.13. The text of the proposed rule change is
provided in Exhibit 5.
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/), at the Exchange’s Office of the
Secretary, 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

15 U.S.C. 78s(b)(1).

17 CFR 240.19b-4.

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 a clean-up change to Rule 14.13(b) to correct a drafting error from
a previous amendment to the Company Listings Fees that delineated the Application Fee from the
Entry Fee in the Exchange’s rulebook.3 As a result, a particular exception to the Application Fee
and Entry Fee was no longer applicable to both fee types, and other exceptions to the Application
Fee and Entry Fee were unclearly listed under only one fee type in the Exchange’s Rules. Now,
the Exchange proposes to amend its rules to provide that both the Application Fee and Entry Fee
are part of the “Initial Listing Fees”, and to make structural changes to existing Rule 14.13 to
clearly provide any exceptions are applicable to the Initial Listing Fees.4
The Exchange proposes to adopt Rule 14.13(b)(1), which would be titled “Initial Listing
Fees”. Thereunder, proposed Rules 14.13(b)(1)(A) and (B) would provide for the Application
Fee and Entry Fee, respectively, which are currently provided under Rule 14.13(b)(1) and (2).
The Exchange proposes no substantive change to the Application Fees provided under proposed
Rule 14.13(b)(1)(A)(i)-(iii), except to update cross references to Rule 14.13 in proposed Rule
14.13(b)(1)(A)(iii). Similarly, the Exchange proposes to re-letter Rules 14.13(b)(2)(A) through

See Securities Exchange Act No. 98991 (November 20, 2023) 88 FR 82933 (November 27, 2023) (SRCboeBZX-2023-092) (Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To
Delineate the Application Fee From the Entry Fee, To Increase the Application Fee for Tier I and Tier II
Securities Listed on the Exchange in Certain Circumstances, To Change the Assessment Date of the Entry
Fee, and To Clarify That Both the Entry Fee and Application Fee Are Non-Refundable as Provided in
Exchange Rule 14.13) (the “Previous Amendment”).

The Exchange initially filed this proposed rule change on June 7, 2024 (SR-CboeBZX-2024-053). On June
17, 2024, the Exchange withdrew that filing and submitted SR-CboeBZX-2024-059. On June 26, 2024, the
Exchange withdrew that filing and submitted this filing.

(E) to Rules 14.13(b)(1)(B)(i) through (v), including any corresponding re-numbering or relettering to subparagraphs thereunder. The Exchange proposes no substantive change to proposed
Rules 14.13(b)(1)(B)(i) through (v) except to update cross-references to Rule 14.13 in Rule
14.13(b)(1)(B)(iii).
Next, the Exchange proposes to delete existing Rule 14.13(b)(2)(G) which is currently
reserved and contains no substantive text. The Exchange also proposes to re-letter existing Rules
14.13(b)(2)(F), (H), and (I) to proposed Rules 14.13(b)(1)(C), (D), and (E), respectively. By relettering these paragraphs, they will fall under the Initial Listing Fees section of the Rule and the
Exchange believes such change will more clearly provide that those Rules are applicable to all
Initial Listing Fees, regardless of whether they are an Application Fee or Entry Fee.
Prior to the Previous Amendment, the Application Fee was a subset of the Entry Fee but
the Previous Amendment created a delineation between the Application Fee and Entry Fee in
order to make the Rule easier to read. The proposal, however, did not make a corresponding
amendment to Rule 14.13(b)(2)(F) to provide that the Exchange Board (the “Board”) or its
designee may defer or waive any part of the Application Fee and/or Entry Fee. Now, the
Exchange proposes to correct that oversight by updating proposed Rule 14.13(b)(1)(C) to
provide that such discretion applies to the Initial Listing Fees, which includes both the
Application Fee and Entry Fee.
The Exchange is also proposing to delete cross-references to Rule 14.13(b)(2) from
proposed Rules 14.13(b)(2)(D) and (E). While the Exchange updated proposed Rules
14.13(b)(1)(D) and (E) in the Previous Amendment to apply to both the Application Fee and
Entry Fee, those provisions were provided for only under the Entry Fee portion of the Rule,
which the Exchange believes may be unclear or cause confusion. Accordingly, the Exchange
believes that the proposed re-lettering of those rules will clearly provide that the exceptions
apply to the Initial Listing Fees (which include both the Application Fee and Entry Fee).

In light of the structural changes proposed above, the Exchange proposes to re-number
existing Rules 14.13(b)(3) and (4) to Rules 14.13(b)(2) and (3). The Exchange also proposes to
update cross-references to Rule 14.13 in proposed Rules 14.13(b)(2)(C), (H), (I), and (K).
2.

Statutory Basis

The Exchange believes the proposed rule change is consistent with the Act the rules and
regulations thereunder applicable to the Exchange and, in particular, the requirements of Section
6(b) of the Act.5 Specifically, the Exchange believes the proposed rule change is consistent with
the Section 6(b)(5)6 requirements that the rules of an exchange be 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 regulating, clearing, settling, processing
information with respect to, and 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. Additionally, the Exchange believes the
proposed rule change is consistent with the Section 6(b)(5)7 requirement that the rules of an
exchange not be designed to permit unfair discrimination between customers, issuers, brokers, or
dealers as well as Section 6(b)(4)8 as it is designed to provide for the equitable allocation of
reasonable dues, fees and other charges among its Members and other persons using its facilities.
The Exchange first notes that its corporate listing business operates in a highlycompetitive market in which Companies can readily list on another national securities exchange
if they deem fee levels or any other factor at a particular venue to be insufficient or excessive.
Exchange Rule 14.13 reflects a competitive pricing structure designed to incentivize Companies
to list new securities, which the Exchange believes will enhance competition both among
Companies and listing venues, to the benefit of investors.
15 U.S.C. 78f(b).

15 U.S.C. 78f(b)(5).

Id.

15 U.S.C. 78f(b)(4).

The Exchange believes that the proposed changes will add clarity to the Exchange’s
rulebook, to the benefit of all investors. As proposed, both the Application Fee and Entry Fee
will be considered part of the Initial Listings Fee. Further, any exceptions to such Initial Listings
Fees will be clearly set forth thereunder. The Exchange also believes that the deletion of an
unused Rule provision (i.e., Rule 14.13(b)(2)(G)) and updates to any cross-references within
Rule 14.13 based on the proposed changes will provide for a clear and consistent rulebook,
which will benefit all investors.
The Exchange believes it is reasonable to allow the Board of Directors or its designee, in
its discretion, to defer or waive all or any part of the Initial Listing Fees described in proposed
Rule 14.13(b)(1). Prior to the Previous Amendment, the Application Fee was a subset of the
Entry Fee but the Previous Amendment created a delineation between the Application Fee and
Entry Fee in order to make the Rule easier to read, but the proposal did not make a
corresponding amendment to Rule 14.13(b)(2)(F) to provide that the Board or its designee may
defer or waive any part of the Application Fee and/or Entry Fee. The Exchange’s proposal would
correct that drafting error by updating proposed Rule 14.13(b)(1)(C) to provide that such
discretion applies to the Initial Listing Fees, which includes both the Application Fee and Entry
Fee. The Exchange notes that another exchange’s rules have long provided similar authority to
its board of directors or its designee to defer or waive all or any part of the entry fee, which
includes the application fee. Specifically, the Nasdaq Stock Market LLC (“Nasdaq”) rules
provide that the application fee falls under the entry fees of its rulebook,9 in a similar fashion to
Exchange Rules prior to the Previous Amendment. Nasdaq Rules also provide that its board of
directors or its designee may, in its discretion defer or waive all or any part of the entry fee
prescribed in its company listing fees rules.
Given the foregoing, the Exchange believes the proposed fee amendments are consistent

See Nasdaq Rule 5920(a)(2).

with 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 purposes of the Act. The
market for listing services is extremely competitive and listed companies may freely choose
alternative venues based on the aggregate fees assessed, and the value provided by each listing.
The proposed change is a clean-up change to Rule 14.13(b)(2)(F) to correct a drafting
error from a previous amendment to the Company Listings Fees that delineated the Application
Fee from the Entry Fee in the Exchange’s rulebook. As a result, a particular exception to the
Application Fee and Entry Fee was no longer applicable to both fee types, and other exceptions
to the Application Fee and Entry Fee were unclearly listed under only one fee type under the
Rule. The proposed amendments would provide that both the Application Fee and Entry Fee are
part of the “Initial Listing Fees” and would make structural changes to existing Rule 14.13 to
clearly provide any exceptions applicable to the Initial Listing Fees. As the proposed
amendments are designed to add clarity to the Exchange’s rulebook and to correct a drafting
error, the Exchange does not believe the proposal will impose any burden on competition that is
not necessary or appropriate in furtherance of the purposes of the Act.
The Exchange believes that the proposed amendment does not encumber competition for
listings with other listing venues, which are similarly free to set their fees. Rather, it reflects
competition among listing venues and will further enhance competition.
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
The foregoing rule change has become effective pursuant to Section 19(b)(3)(A) of the

Act10 and paragraph (f) of Rule 19b-411 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-CboeBZX-2024-061 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-2024-061. 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

15 U.S.C. 78s(b)(3)(A).

17 CFR 240.19b-4(f).

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 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-CboeBZX-2024-061 and should be
submitted on or before [INSERT DATE 21 DAYS AFTER DATE OF PUBLICATION IN THE
FEDERAL REGISTER].
For the Commission, by the Division of Trading and Markets, pursuant to delegated
authority.12
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2024-15408 Filed: 7/12/2024 8:45 am; Publication Date: 7/15/2024]

17 CFR 200.30-3(a)(12).