I. Introduction

On July 25, 2025, Cboe BZX Exchange, Inc. (“BZX” 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 change to list and trade shares (“Shares”) of the BondBloxx Private Credit Trust (“Trust”) under BZX Rule 14.11(f). The proposed rule change was published for comment in the Federal Register on August 12, 2025.^[3]

On September 22, 2025, pursuant to Section 19(b)(2) of the Act,^[4] the Commission designated a longer period within which to approve the proposed rule change, disapprove the proposed rule change, or institute proceedings to determine whether to disapprove the proposed rule change.^[5] This order institutes proceedings under Section 19(b)(2)(B) of the Act ^[6] to determine whether to disapprove the proposed rule change.

II. Description of the Proposed Rule Change ^[7]

As described in the Notice, the Exchange proposes to list and trade ( printed page 51421) Shares of the Trust ^[8] under BZX Rule 14.11(f)(4), which governs the listing and trading of Trust Issued Receipts ^[9] on the Exchange. According to the Exchange, the Trust seeks to provide risk-adjusted returns primarily through distributions of current income from the Trust's portfolio.^[10]

Description of the Trust

BondBloxx Investment Management Corporation (“Advisor”) is the advisor to the Trust and is responsible for the overall management of the Trust's business activities. HCG Fund Management LP (“Sub-Advisor”) is responsible for the day-to-day management of the Trust's private credit assets. Brown Brothers Harriman & Co. serves as the administrator, custodian, and the transfer agent. CSC Delaware Trust Company, a Delaware trust company, is the sole trustee of the Trust.

According to the Exchange, the Trust intends to achieve its investment objective by constructing a diversified portfolio of consumer and small business private credit assets.^[11] The Exchange states the Trust intends to target primarily whole loans that the Advisor believes will offer stable and predictable cash flows.^[12] The Trust generally intends to focus on loans that have short and medium terms ( e.g., less than 60 months) which, through principal amortization, tend to have low duration ( e.g., less than 30 months).^[13]

Investable Instruments and Trust Liquidity

The Exchange states the Trust intends to hold the following instruments: personal installment loans, small business loans, student loans, point of sale loans, and asset backed securities that are backed by such loans (collectively “Private Credit Assets”), investment grade bonds, U.S. Treasuries, shares of certain exchange traded funds that invest in U.S. Treasuries or other short-term, interest bearing assets and cash and cash equivalents,^[14] including funds of an affiliated Trust for which the Advisor acts as the investment adviser.^[15]

According to the Exchange, there is limited sell-side liquidity available in the market for Private Credit Assets.^[16] As such, the Advisor is proposing to utilize the following strategy to facilitate redemptions in the Trust:

1. The Trust will maintain a portion of the portfolio in cash and cash equivalents (“Liquidity Sleeve”). Under normal circumstances, the Trust expects to hold approximately 20% of the portfolio in these liquid assets. According to the Exchange, the Advisor expects that it will generally be able to fulfill redemption orders using this position.^[17] The Advisor may also strategically increase the size of the Liquidity Sleeve in order to better facilitate anticipated redemptions by retaining, rather than distributing the paydowns from Private Credit Assets as further described below.

2. The remaining 80% of the Trust's holdings will consist of Private Credit Assets. The Exchange states these are short duration, high yielding products that are underwritten to pay a weighted average of 8% of the total Trust assets under management (“AUM”) per month or 10% of the private credit AUM per month.^[18] The underwritten yields are currently 10% and at origination typically have an underwritten average duration limit of 3 years, with a target for the initial portfolio of less than 1 year.^[19] The monthly cash flows, which are received throughout the month, may be reinvested to the extent necessary to maintain the approximate 20/80 allocation between the Liquidity Sleeve and Private Credit Assets described above.^[20] The Trust will consider the current level of the Liquidity Sleeve, among other factors, in determining its distribution policy, and may determine to use accumulated cash received from payments of interest and principal on its Private Credit Assets as well as cash proceeds from loan repayments to replenish or increase the Liquidity Sleeve before distributing such amounts to shareholders.^[21]

3. Further, according to the Exchange, in the event that the cash and cash equivalents required to accommodate a series of redemptions or a single large redemption approaches the size of the Trust's Liquidity Sleeve, the Trust may:

a. Sell Private Credit Assets in the secondary market to raise cash;

b. Arrange a line of credit or other financing facility with a bank or broker dealer, using the portfolio of Private Credit Assets as collateral.^[22]

The Exchange states these options will likely come at a cost to the Trust or may not be available to the Trust depending on market conditions.^[23]

4. In the event that items 1-3 above do not provide sufficient cash and cash equivalents to the Liquidity Sleeve to accommodate redemptions in the Trust, the Exchange states redemptions may be suspended until the Trust accumulates enough cash to facilitate additional redemptions, which the Advisor does not expect to last for longer than approximately 2.5 months.^[24] In the event that the Advisor implements a restriction on redemptions, the Shares on the secondary market may trade at deep discount.^[25] According to the Exchange, the discount could potentially serve to prompt investors to buy shares and potentially trigger primary market activity.^[26]

According to the Exchange, the Advisor believes that the liquidity strategy laid out above will be sufficient to address concerns that may arise from the relative illiquidity of the secondary market for selling Private Credit Assets.^[27] Specifically, the Advisor believes that the 20% Liquidity Sleeve (with the flexibility to increase the ( printed page 51422) sleeve during times of potentially high redemptions) will provide the Trust with sufficient liquidity to manage redemptions under the vast majority of market conditions.^[28] Additionally, because the Trust will target shorter duration loans that are underwritten to generate cash payments of interest and principal amortization of approximately 8% of the Trust's AUM per month, even in the event that the Trust's Liquidity Sleeve is exhausted, it is expected to be replenished by the cash payments generated by the Private Credit Assets.^[29] In the event that the cash generated by the Private Credit Assets is insufficient to satisfy incoming redemptions the Trust would then have the ability to facilitate additional redemptions by selling certain of the Private Credit Assets and/or using the Private Credit Assets as collateral for a cash loan from a bank or broker dealer.^[30] According to the Exchange, in a worst case scenario, the Trust would temporarily suspend redemptions.^[31] However, the Exchange states the Advisor does not expect such a suspension to last for longer than approximately 2.5 months because of the cash expected to be generated by the Private Credit Assets.^[32]

In addition to the specific liquidity strategy described above, the Exchange states that the small size of loans sourced through Fintech lending platforms will enable the Trust to hold a portfolio that is diversified by sector, source, vintage, count and geography, which will help to manage idiosyncratic risk and ensure a diverse universe of lenders.^[33] The Exchange states the small loan size means that the Trust will need to hold a significant number of Private Credit Assets, further ensuring diversity and minimizing the risk that any single Private Credit Assets would have on the portfolio.^[34] Finally, the Exchange states the Advisor believes that the cash yields and short duration through regular principal amortization will, in addition to enhancing the liquidity of the Trust, help manage volatility of returns.^[35]

Availability of Information

According to the Exchange, the net asset value (“NAV”) for the Trust will be calculated by an independent third party once each business day and will be disseminated daily to all market participants at the same time.^[36] Pricing information will be available on the Advisor's website including: (1) the prior business day's reported NAV, the closing market price or the bid/ask price, daily trading volume, and a calculation of the premium and discount of the closing market price or bid/ask price against the NAV; and (2) data in chart format displaying the frequency distribution of discounts and premiums of the daily closing price against the NAV, within appropriate ranges, for each of the four previous calendar quarters. The Trust will also disclose its portfolio holdings on a daily basis on its website. The aforementioned information will be published as of the close of business and available on the Advisor's website at www.bondbloxxetf.com.^[37]

According to the Exchange, the Trust generally values its assets using market quotations when they are readily available.^[38] However, according to the Exchange, whole loans, asset backed securities and certain other types of private credit assets that the Trust may hold may not have readily available market quotations.^[39] In accordance with the Advisor's valuation policies and procedures, the Sub-Advisor will fair value the Trust's private credit assets based on a discounted cash flow (“DCF”) analysis of the loan portfolio's expected future net cash flows over the lifetime of the loan, discounted by the expected return.^[40] Further, in accordance with the valuation policy and procedures, an independent third-party pricing service will provide the inputs for the DCF model, including daily loan tapes ( e.g., loan balances, payment history, interest rates, and FICO scores) along with forward outlook on the portfolio ( e.g., loss expectation).^[41] Additionally, the model may incorporate any publicly available information such as pricing from recent deals or information specific to the Fintech lending platform.^[42] The model will be updated for daily changes to reflect any new information regarding the borrower or loan.^[43] Further, daily cash balances will reflect ending account balances per the Trust's bank account; interest receivable will reflect accrued interest balances for the loan portfolio per the loan servicer's statement; and prepaid and other assets will reflect ending accrued balances per the general ledger.^[44] According to the Exchange, the Sub-Advisor will review for reasonableness the fair values of the private credit assets provided by the independent third-party pricing services.^[45]

Quotation and last-sale information regarding the Shares will be disseminated through the facilities of the Consolidated Tape Association. Pricing information regarding cash equivalents in which the Trust will invest is generally available through nationally recognized data services providers, such as Reuters and Bloomberg, through subscription agreements.^[46]

The Exchange states the Intraday Indicative Value (“IIV”) will be updated during Regular Trading Hours to reflect changes in the value of the Trust's holdings during the trading day.^[47] 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.^[48] The IIV will be 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 p.m. Eastern time).

III. Proceedings To Determine Whether To Approve or Disapprove SR-CboeBZX-2025-096 and Grounds for Disapproval Under Consideration

The Commission is instituting proceedings pursuant to Section 19(b)(2)(B) of the Act ^[49] to determine whether the proposed rule change should be approved or disapproved. Institution of such proceedings is appropriate at this time in view of the legal and policy issues raised by the proposed rule change. Institution of proceedings does not indicate that the Commission has reached any conclusions with respect to any of the ( printed page 51423) issues involved. Rather, as described below, the Commission seeks and encourages interested persons to provide comments on the proposed rule change.

Pursuant to Section 19(b)(2)(B) of the Act,^[50] the Commission is providing notice of the grounds for disapproval under consideration. The Commission is instituting proceedings to allow for additional analysis of the proposal's consistency with Section 6(b)(5) of the Act, which requires, among other things, that the rules of a national securities exchange be “designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade,” and “to protect investors and the public interest.” ^[51]

The Commission asks that commenters address the sufficiency of the Exchange's statements in support of the proposal, which are set forth in the Notice, in addition to any other comments they may wish to submit about the proposed rule change. In particular, the Commission seeks comment on the following questions and asks commenters to submit data where appropriate to support their views:

1. What are commenters' views generally with respect to the liquidity and transparency of the markets for Private Credit Assets? What sources of reliable pricing information (both intraday and end-of-day) are available for the Private Credit Assets? Are such sources of reliable pricing information generally available to investors? Do the answers to these questions depend upon the type of Private Credit Asset?

2. What are commenters' views on whether the proposal would maintain alignment between intraday trading prices of the Shares and the contemporaneous value of the underlying portfolio? Will the proposed allocation of the Trust's holdings, including the liquidity strategy described by the Exchange,^[52] facilitate alignment of the secondary market prices of the Shares with the value of the Trust's underlying portfolio? Why or why not? Will authorized participants and market makers have sufficient information to value the Trust's underlying portfolio and facilitate creation/redemption or trading in the Shares, respectively? Why or why not?

3. Given the nature of the underlying assets held by the Trust, what are commenters' views on whether the proposed Trust and Shares would be susceptible to manipulation? What are commenters' views generally on whether the Exchange's proposal is designed to prevent fraudulent and manipulative acts and practices?

IV. Procedure: Request for Written Comments

The Commission requests that interested persons provide written submissions of their views, data, and arguments with respect to the issues identified above, as well as any other concerns they may have with the proposal. In particular, the Commission invites the written views of interested persons concerning whether the proposal is consistent with Section 6(b)(5) or any other provision of the Act, and the rules and regulations thereunder. Although there do not appear to be any issues relevant to approval or disapproval that would be facilitated by an oral presentation of views, data, and arguments, the Commission will consider, pursuant to Rule 19b-4, any request for an opportunity to make an oral presentation.^[53]

Interested persons are invited to submit written data, views, and arguments regarding whether the proposed rule change should be approved or disapproved by December 8, 2025. Any person who wishes to file a rebuttal to any other person's submission must file that rebuttal by December 22, 2025.

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 torule-comments@sec.gov. Please include file number SR-CboeBZX-2025-096 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-2025-096. 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-2025-096 and should be submitted on or before December 8, 2025. Rebuttal comments should be submitted by December 22, 2025.