Notice2025-06116
Texas Stock Exchange LLC; Notice of Filing of Application, as Amended, for Registration as a National Securities Exchange Under Section 6 of the Securities Exchange Act of 1934
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
April 10, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 68 (Thursday, April 10, 2025)</title>
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[Federal Register Volume 90, Number 68 (Thursday, April 10, 2025)]
[Notices]
[Pages 15375-15376]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-06116]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-102773; File No. 10-249]
Texas Stock Exchange LLC; Notice of Filing of Application, as
Amended, for Registration as a National Securities Exchange Under
Section 6 of the Securities Exchange Act of 1934
April 4, 2025.
On January 31, 2025, Texas Stock Exchange LLC (``TXSE'') filed with
the Securities and Exchange Commission (``Commission'') a Form 1
application under the Securities Exchange Act of 1934 (``Exchange
Act''), seeking registration as a national securities exchange under
Section 6 of the Exchange Act. On April 2, 2025, TXSE submitted
Amendment No. 1 to its Form 1 application.\1\ TXSE's Form 1
application, as amended, provides detailed information on how it
proposes to satisfy the requirements of the Exchange Act.
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\1\ In Amendment No. 1, TXSE submitted updated portions of its
Form 1 application, including Exhibits A-3 (Proposed First Amended
and Restated Limited Liability Company Agreement of Texas Stock
Exchange LLC), B-1 (Rules of TXSE), C (information regarding
subsidiaries or affiliates), E (description of the proposed
operation of the exchange), H (listing applications), J (list of
officers, governors, members of all standing committees, or persons
performing similar functions), and K (Shareholders owning 5% or
more).
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The Commission is publishing this notice to solicit comments on
TXSE's Form 1 application. The Commission will take any comments it
receives into consideration in making its determination about whether
to grant TXSE's request to register as a national securities exchange.
The Commission will grant the registration if it finds that the
requirements of the Exchange Act and the rules and regulations
thereunder with respect to TXSE are satisfied.\2\
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\2\ 15 U.S.C. 78s(a).
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With respect to governance, TXSE would be a subsidiary of its
parent company, TXSE Group Inc. (``TXSE Group''), which would directly
hold 100% of the equity of TXSE. In turn, TXSE Group would be owned by
a group of investors that are party to a stockholders' agreement
(``Stockholders' Agreement''). The Stockholders' Agreement would
provide a 40% cap on beneficial ownership of stock of TXSE Group by any
person (alone or together with its related persons) and would further
cap beneficial ownership of TXSE Group by members of TXSE at 20%.\3\
The governing documents for TXSE can be found in Exhibit A to TXSE's
Form 1 application, and a listing of the officers and directors of TXSE
can be found in Exhibit J. The governing documents for TXSE Group,
including the Stockholders' Agreement, can be found in Exhibit C to
TXSE's Form 1 application.
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\3\ The proposed Fourth Amended and Restated Certificate of
Incorporation of TXSE Group Inc. contains similar ownership
limitations, and also provides that no member of a national
securities exchange controlled by TXSE Group (alone or together with
its related person) would be entitled to vote or cause the voting of
more than 20% of the outstanding votes entitled to be cast on any
matter.
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With respect to its trading system, the Form 1 application provides
that TXSE would operate a fully automated limit order book for orders
to buy and sell securities with a continuous automated matching
function. TXSE would execute orders in price/time priority, and would
``rank equally priced trading interest within the System in time
priority in the following order: (i) The portion of a Limit Order with
a Displayed instruction; (ii) Limit Orders with a Non-Displayed
instruction (including the Reserve Quantity of Limit Orders); and (iii)
Orders with a Peg instruction, ranked in priority based upon the time
such orders were initially received by the System.'' \4\ TXSE would not
maintain a physical trading floor. Liquidity would be derived from
orders to buy and orders to sell submitted to TXSE electronically by
its registered broker-dealer members from remote locations. TXSE would
have one class of membership open to registered broker-dealers, and
also would allow members to register under TXSE rules as market makers
on TXSE and be subject to certain specified requirements and
obligations set forth in TXSE's proposed rules. According to TXSE, it
``intends for its System to be relatively simple, without many of the
complex order types or instructions available on other national
securities exchanges.'' \5\
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\4\ Proposed TXSE Rule 11.008. Capitalized terms used but not
defined herein have the meanings specified in Exhibit B-1.
\5\ Form 1, Exhibit E at 6.
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A more detailed description of the manner of operation of TXSE's
proposed system can be found in Exhibit E to TXSE's Form 1 application.
The proposed rulebook for the proposed exchange can be found in Exhibit
B to TXSE's Form 1 application. A complete set of forms concerning
membership and access can be found in Exhibit F to TXSE's Form 1
application.
TXSE's Form 1 application, including all of the Exhibits referenced
above, is available online at <a href="http://www.sec.gov/rules/other.shtml">www.sec.gov/rules/other.shtml</a> as well as
in the Commission's Public Reference Room. Interested persons are
invited to submit written data, views, and arguments concerning TXSE's
Form 1, including whether the application is consistent with the
Exchange Act. Comments may
[[Page 15376]]
be submitted by any of the following methods:
Electronic Comments
<bullet> Use the Commission's internet comment form (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#cab8bfa6afe7a9a5a7a7afa4beb98ab9afa9e4ada5bc"><span class="__cf_email__" data-cfemail="542621383179373b3939313a2027142731377a333b22">[email protected]</span></a>. Please include
file number 10-249 on the subject line.
Paper Comments
<bullet> Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to file number 10-249. This file number
should be included on the subject line if email is used. To help the
Commission process and review your comments more efficiently, please
use only one method. The Commission will post all comments on the
Commission's internet website (<a href="https://www.sec.gov/rules/other.shtml">https://www.sec.gov/rules/other.shtml</a>).
Copies of the submission, all subsequent amendments, all written
statements with respect to TXSE's Form 1 filed with the Commission, and
all written communications relating to the application between the
Commission and any person, other than those that may be withheld from
the public in accordance with the provisions of 5 U.S.C. 552, will be
available for website viewing and printing in the Commission's Public
Reference Room, 100 F Street NE, Washington, DC 20549, on official
business days between the hours of 10 a.m. and 3 p.m. Copies of the
filing also will be available for inspection and copying at the
principal office of the Exchange. Do not include personal identifiable
information in submissions; you should submit only information that you
wish to make available publicly. We may redact in part or withhold
entirely from publication submitted material that is obscene or subject
to copyright protection. All submissions should refer to file number
10-249 and should be submitted on or before May 27, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\6\
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\6\ 17 CFR 200.30-3(a)(71)(i).
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Vanessa A. Countryman,
Secretary.
[FR Doc. 2025-06116 Filed 4-9-25; 8:45 am]
BILLING CODE 8011-01-P
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