SEC Division of Corporation Finance no-action letter: Walleye Capital LLC

December 12, 2022
Matthew F. Kluchenek
71 South Wacker Drive
Chicago, IL 60606
Re: Walleye Capital LLC
Waiver of disqualification pursuant to Rule 506(d)(2)(ii) of Regulation D U.S. Commodity Futures Trading Commission order CFTC Docket No. 23-04 Dear Mr. Kluchenek:
This is in response to your letter dated December 12, 2022 (“Waiver Letter”), written on behalf of Walleye Capital LLC (“Walleye”) and constituting an application for a waiver of disqualification under Rule 506(d)(2)(ii) of Regulation D under the Securities Act of 1933 (“Securities Act”). In the Waiver Letter, Walleye requests relief from any disqualification that will arise as to Walleye under Rule 506 of Regulation D under the Securities Act as a result of the U.S. Commodity Futures Trading Commission entered order CFTC Docket No. 23-04 (the “CFTC Order”) instituting proceedings pursuant to Sections 6(c) and (d) of the Commodity Exchange Act (the “Act”), ordering that Walleye cease and desist from violating Section 4c(a)(5)(C) of the Act. Assuming that Walleye complies with the CFTC Order, we have determined that Walleye has made a showing of good cause under Rule 506(d)(2)(ii) of Regulation D that it is not necessary under the circumstances to deny reliance on Rule 506 of Regulation D by reason of the entry of the CFTC Order. Accordingly, the relief requested in the Waiver Letter is hereby granted on the condition that Walleye complies with the terms of the CFTC Order. Any different facts from those represented in the Waiver Letter or Walleye’s failure to comply with the terms of the CFTC Order would require us to revisit our determination that good cause has been shown and could constitute grounds to revoke or further condition the waiver. The Commission reserves the right, in its sole discretion, to revoke or further condition the waiver under those circumstances. For the Commission, by the Division of Corporation Finance, pursuant to delegated authority. Sincerely, /s/ Tim Henseler Chief, Office of Enforcement Liaison Division of Corporation Finance