UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On August 8, 2024, the staff of NYSE Regulation (the “Staff”) of NYSE Arca, Inc. (“NYSE Arca”) provided written notice to Goldman Sachs ETF Trust II (the “Trust”) that it is not in compliance with the continued listing standard set forth in NYSE Arca Rule 5.2-E(j)(8)(e)(2)(C) with respect to one of its series, the Goldman Sachs MarketBeta® Total International Equity ETF (the “Fund”). NYSE Arca Rule 5.2-E(j)(8)(e)(2)(C) requires that, in order to comply with NYSE Arca continued listing standards, an exchange-traded fund must have no fewer than 50 beneficial holders following the initial twelve-month period after the commencement of trading on NYSE Arca. The Fund, which commenced trading on NYSE Arca as of June 7, 2023, was determined to have fewer than 50 beneficial holders as of August 2, 2024.
In accordance with NYSE Arca’s notice, the Trust must submit a written response to the Staff of NYSE Arca outlining the Trust’s plan to increase the number of shareholders of the Fund and regain compliance with Rule 5.2-E(j)(8)(e)(2)(C). The Trust intends to submit such a response in a timely manner. If the Staff accepts the Trust’s plan to regain compliance, the Staff will provide a “cure period.” In order for the Fund to regain compliance during the “cure period,” the Trust will be required to demonstrate that the Fund has had at least 50 record or beneficial shareholders over a period of two consecutive months. If the Trust is unable to demonstrate that the Fund has at least 50 record or beneficial shareholders over a period of two consecutive months, by the end of the “cure period,” the Staff may delist the Fund.
Forward-Looking Statements
This report contains forward-looking statements within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. These statements may include words such as “anticipate,” “believe,” “may” and other words and terms of similar meaning, including in connection with any discussion of the timing or nature of future financial performance or other events. Such forward-looking statements are subject to certain risks and uncertainties, including whether the Trust is able to regain compliance with NYSE Arca continued listing standards, whether the Fund is able to avoid potential delisting from NYSE Arca, and other factors disclosed by the Trust from time to time in its filings with the Securities and Exchange Commission. As a result of these factors, the Trust’s actual results may differ materially from those indicated or implied by such forward-looking statements. Except as required by law, the Trust disclaims any obligation to publicly update such statements.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Goldman Sachs ETF Trust II | ||||||
| Date: August 12, 2024 | By: | /s/ Robert Griffith | ||||
| Name: | Robert Griffith | |||||
| Title: | Secretary | |||||