b'SEC REGULATION OF OFFERINGS AND ETFs GOODWINnot be considered securities. Consumers of air charterorder for the listing exchange to have the ability to services would be able to use Cards to purchaseobtain information necessary to detect, investigate, services from TurnKey Jet, third-party carriers, andand deter market manipulation. The SEC concluded brokers of charter flights. It appears that Jet Tokensthat, because Wilshire Phoenix had not entered into could be structured similarly to Cards. In its offeringsuch surveillance-sharing agreements, there were circular, Jet Token stated that it envisioned its users not sufficient controls in place to protect investors (1) being able to use cash or blockchain currency and the public interest. The SEC explained that to purchase Jet Tokens redeemable for travel or Wilshire Phoenix had failed to establish that the (2) maintaining those funds in a wallet on Jet Tokensrelevant Bitcoin market possesses a resistance to platform for the purchase of travel on Jet Tokens fleet,manipulation that is unique beyond that of traditional third-party jet operators, or commercial airlines. security or commodity markets such that it is inherently The link to Jet Tokens offering circular is available at:resistant to manipulation. Wilshire Phoenix expressed https://www.sec.gov/Archives/edgar/data/1756014/ disappointment with the SECs ruling, emphasizing that it had gone to great lengths to ensure compliance with the SECs expectations.Order Disapproving a Proposed Rule Change, as modified by Amendment No. 1, to Amend NYSE Arca Rule 8.201-E (Commodity-based Trust Shares) and to List and Trade SharesSEC Commissioner Hester Peirce dissented from of the United States Bitcoin and Treasurythe order, explaining: This line of disapprovals Investment Trust under NYSE Arca Rule 8.201-E,leads me to conclude that this Commission is SEC Release No. 34-88284 (Feb. 26, 2020) unwilling to approve the listing of any product On February 26, 2020, the SEC issued an orderthat would provide access to the market for rejecting an application by New York asset managerBitcoin and that no filing will meet the ever-Wilshire Phoenix and NYSE Arca Inc. to list Wilshireshifting standards that this Commission insistsPhoenixs United States Bitcoin and Treasuryon applying to Bitcoin-related products Investment Trust, a Bitcoin ETF. A Bitcoin ETF wouldand only to Bitcoin-related products.allow investors effectively to trade Bitcoin by trading the ETF, an investment fund that contains assets selected by investment managers, rather than Bitcoin itself. The application described Wilshire PhoenixsThe SECs order is the latest in a series of decisions that Bitcoin ETF as provid[ing] investors with exposure toalready have rejected at least nine prior applications Bitcoin in a manner that is more efficient, convenientto list Bitcoin ETFs. SEC Commissioner Hester Peirce and less volatile than purchasing stand-alone Bitcoin. dissented from the order, explaining: This line of After Wilshire Phoenix made six amendments todisapprovals leads me to conclude that this Commission the application during 13 months of discussionsis unwilling to approve the listing of any product that with the SEC in order to address the SECs statedwould provide access to the market for Bitcoin and concerns, the SEC rejected the application. In itsthat no filing will meet the ever-shifting standards that order, the SEC focused on the importance of ETFsthis Commission insists on applying to Bitcoin-related entering into surveillance-sharing agreements withproductsand only to Bitcoin-related products.the markets trading the underlying securities in 10'