Subject: File No. SR-NYSE-2021-45
From: John Sellars
Affiliation: Tontardia

December 29, 2021

Please consider the idea of forcing the sponsors to put some \"skin in the game\" in the form of a minimum \"par redeemable value\" for each SPARC. This will solve any problems with the fraud issues that have been raised in a very free market and sensible way. The sponsor would be forced to put up a certain amount per SPARC. This could be any amount, but in the case of PSTH, with 244 million SPARCs, let's just call it $0.50. it can be any amount, obviously. this is an arbitrary example. The sponsor would put up $122 million in this example. Once the deal is announced and the holding period is over, warrant holders have the option of either redeeming their SPARC for 50 cents, or exercising the SPARC and doing the deal. If they choose the second option, the sponsor gets back the $0.50. So if the sponsor makes a great deal, worth say $5.00 per SPARC, then nobody redeems and the sponsor gets back all of their money. If they make a terrible or shady deal, then they lose all the money they put up as everyone redeems. This forces the sponsor to put their money where their mouth is, not simply talk a big game. Sponsors would put up this par value before auctioning off or giving away the warrants. I will leave it to you guys to figure out what this minimum par value needs to be to keep the markets safe from fraud. In essence it is like a SPAC in reverse in that the sponsor pus up a small amount to secure the warrants they are issuing.