Notice2025-13084
Dream Exchange Holdings, Inc.; Notice of Filing of Amendment No. 1 to an Application 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
July 14, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 132 (Monday, July 14, 2025)</title>
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[Federal Register Volume 90, Number 132 (Monday, July 14, 2025)]
[Notices]
[Pages 31310-31311]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-13084]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-103430; File No. 010-00248]
Dream Exchange Holdings, Inc.; Notice of Filing of Amendment No.
1 to an Application for Registration as a National Securities Exchange
Under Section 6 of the Securities Exchange Act of 1934
July 9, 2025.
On February 14, 2025, Dream Exchange Holdings, Inc. (``DreamEx'')
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.\1\ Notice of the
application was published for comment in the Federal Register on March
3, 2025.\2\ The Commission received no comments on the Form 1. On May
30, 2025, the Commission instituted proceedings pursuant to Section
19(a)(1)(B) of the Exchange Act \3\ to determine whether to grant or
deny DreamEx's application for registration as a national securities
exchange under Section 6 of the Exchange Act.\4\ On July 8, 2025,
DreamEx filed an amendment to its Form 1 application (``Amendment No.
1'').\5\ The Commission is publishing this notice in order to solicit
views of interested persons on DreamEx's Form 1, as amended by
Amendment No. 1.
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\1\ 15 U.S.C. 78f.
\2\ See Securities Exchange Act Release No. 102484 (Feb. 25,
2025), 90 FR 11078 (Mar. 3, 2025).
\3\ 15 U.S.C. 78s(a)(1)(B).
\4\ See Securities Exchange Act Release No. 103157 (May 30,
2025), 90 FR 23751 (June 4, 2025) (``OIP'').
\5\ Amendment No. 1 is available on the Commission's website at:
<a href="https://www.sec.gov/rules-regulations/other-commission-orders-notices-information/dream-exchange-form-1">https://www.sec.gov/rules-regulations/other-commission-orders-notices-information/dream-exchange-form-1</a>.
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I. Description of DreamEx
As described in the OIP, DreamEx proposes to operate a fully
automated electronic trading platform for the trading of NMS stocks
with a continuous automated matching function. DreamEx would not
maintain a physical trading floor. Liquidity would be derived from
orders to buy and orders to sell submitted to DreamEx electronically by
its registered broker-dealer members from remote locations. DreamEx
proposes to have one class of membership open to registered broker-
dealers and also proposes to allow members to register under DreamEx
rules as market makers on DreamEx and be subject to certain specified
requirements and obligations set forth in DreamEx's proposed rules.
DreamEx proposes to enter into a technology services agreement with
MEMX Technologies, LLC (``MEMX Technologies'') to license the
technology underlying the DreamEx trading platform.\6\ DreamEx would
not own the trading technology and systems developed by MEMX
Technologies. DreamEx would be a subsidiary of its parent companies: DX
Capital Partners, LLC (``DxC''), which would own 50.1% of the common
stock of DreamEx; Dream Exchange LLC (``DxLLC''), which would own 49.9%
of the common stock of DreamEx; and Dream Exchange Preferred Holdings
LLC (``DxP''), which would own 100% of the preferred stock of DreamEx.
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\6\ MEMX Technologies is affiliated with MEMX LLC (``MEMX
Exchange''), a registered national securities exchange. MEMX
Exchange is not a party to the proposed technology services
agreement.
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II. Amendment No. 1 to DreamEx's Form 1
In Amendment No. 1, DreamEx proposes to revise Exhibits A, A-2, C,
C-2, C-4, C-6, J, and K principally to: (1) update the ownership,
voting, and governance provisions in the DreamEx By-Laws and the
limited liability company agreements of DxC, DxLLC, and DxP, including
a limited temporary exemption from the ownership and voting limitations
in the DxC limited liability company agreement and from the voting
limitations in the DxLLC limited liability company agreement, to
conform to the ownership, voting, and governance provisions of existing
national securities exchanges; (2) make related conforming and
definitional changes; (3) update the list of shareholders owning 5% or
more of DreamEx; and (4) provide greater detail regarding DreamEx's
intention to enter into a technology services agreement with MEMX
Technologies. In Amendment No. 1, DreamEx also proposes to renumber and
add Exhibit C-3(a) and C-3(b) to provide the Articles of Organization
and Certificate of Good Standing of DxLLC, and revise Exhibit B-1 to
add rules regarding the waiver of qualification examinations for
[[Page 31311]]
individuals working for a financial services affiliate of a DreamEx
member to conform to the rules of another self-regulatory organization.
III. Request for Written Comment
The Commission requests that interested persons provide written
views and data with respect to DreamEx's Form 1, as amended by
Amendment No. 1. Comments may 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/other.shtml">https://www.sec.gov/rules/other.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#aedcdbc2cb83cdc1c3c3cbc0daddeeddcbcd80c9c1d8"><span class="__cf_email__" data-cfemail="81f3f4ede4ace2eeecece4eff5f2c1f2e4e2afe6eef7">[email protected]</span></a>. Please include
file number 010-00248 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 010-00248. 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 DreamEx's Form 1, as amended by Amendment
No. 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. 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
010-00248 and should be submitted on or before August 4, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\7\
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\7\ 17 CFR 200.30-3(a)(71)(ii).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-13084 Filed 7-11-25; 8:45 am]
BILLING CODE 8011-01-P
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