Subject: File No. SR-NYSE-2021-45
From: Neil P. (Retail Investor)

March 29, 2022

I am writing in strong support of SR-NYSE-2021-45.

As numerous others have pointed out previously, this proposal offsets the opportunity cost burden otherwise imposed on traditional SPAC investors.

Additionally, this creates a synergistic mechanism for sponsors to rewards long-term investors into the next offering. Who better for a SPA(R)C sponsor to invite at the ground floor of their next offering than the strongest believers in their vision? This mechanism to reward loyalty (i.e., receiving a SPAR for the next investment vehicle upon exercising current warrant) will create additional value for retail investors, as well as tip the scale in favor of long-term investment (rather than speculation).

The risks of illiquidity and being susceptible to manipulation (which have been raised by a small minority of commenters) are no different here than with the current options chain for various securities, and SPAC warrants that are already available.

Additionally, the idea that the sponsor would somehow benefit from \"pumping\" such a structure is simply flawed. These warrants are issued at no consideration, and from a sponsor standpoint, do not serve as a source of revenue.

I congratulate the many people involved in drafting this rule change, as I believe this will materially benefit and protect retail investors like myself.