Notice2025-14755
Texas Stock Exchange LLC; Notice of Filing of Amendment No. 2 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
August 5, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 148 (Tuesday, August 5, 2025)</title>
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[Federal Register Volume 90, Number 148 (Tuesday, August 5, 2025)]
[Notices]
[Pages 37607-37608]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-14755]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-103604; File No. 10-249]
Texas Stock Exchange LLC; Notice of Filing of Amendment No. 2 to
an Application for Registration as a National Securities Exchange Under
Section 6 of the Securities Exchange Act of 1934
July 31, 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.\1\ On April 2, 2025, TXSE submitted
Amendment No. 1 to its Form 1.\2\ Notice of the amended application was
published for comment in the Federal Register on April 10, 2025.\3\ The
Commission has received comments on the Form 1.\4\ On July 9, 2025, the
Commission instituted proceedings pursuant to Section 19(a)(1)(B) of
the Exchange Act \5\ to determine whether to grant or deny TXSE's
application for registration as a national securities exchange under
Section 6 of the Exchange Act.\6\ On July 29, 2025, TXSE filed a second
amendment to its Form 1 application (``Amendment No. 2'').\7\ The
Commission is publishing this notice in order to solicit views of
interested persons on TXSE's Form 1, as amended.
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\1\ 15 U.S.C. 78f.
\2\ TXSE's Form 1 as amended, including all its exhibits, is
available at: <a href="https://www.sec.gov/rules-regulations/other-commission-orders-notices-information/txse-form-1">https://www.sec.gov/rules-regulations/other-commission-orders-notices-information/txse-form-1</a>.
\3\ See Securities Exchange Act Release No. 102773 (Apr. 4,
2025), 90 FR 15375 (Apr. 10, 2025).
\4\ The public comment file for TXSE's Form 1 (File No. 10-249)
is available on the Commission's website at: <a href="https://www.sec.gov/comments/10-249/10-249.htm">https://www.sec.gov/comments/10-249/10-249.htm</a>.
\5\ 15 U.S.C. 78s(a)(1)(B).
\6\ See Securities Exchange Act Release No. 103422 (July 9,
2025), 90 FR 31360 (July 14, 2025) (``OIP'').
\7\ Amendment No. 2 is available on the Commission's website at:
<a href="https://www.sec.gov/rules-regulations/other-commission-orders-notices-information/txse-form-1">https://www.sec.gov/rules-regulations/other-commission-orders-notices-information/txse-form-1</a>.
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I. Description of TXSE
TXSE proposes to 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 (including Market Maker Peg Orders); (ii) Limit
Orders with a Non-Displayed instruction (including the Reserve Quantity
of Limit Orders); and (iii) Orders with a Peg instruction (i.e.,
Primary Peg Orders, Midpoint Peg Orders and Market Peg Orders), ranked
in priority based upon the time such orders were initially received by
the System.'' \8\ 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 proposes to have one class of
membership open to registered broker-dealers, and also proposes to
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. 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%.
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\8\ Proposed TXSE Rule 11.008. Capitalized terms used but not
defined herein have the meanings specified in Exhibit B-1, as
amended.
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II. Amendment No. 2 to TXSE's Form 1
In Amendment No. 2, TXSE proposes to revise Exhibits A-3, B-1, C,
D, D-1, E, E-1, F-1, F-2, F-6, F-7, F-8, F-10, F-16, H-6, H-14, H-17,
J, and K principally to: (1) reflect that TXSE will not offer any
outbound routing functionality and to conform its rules relating to
trading halts to the rules of another self-regulatory organization; (2)
reflect updates regarding its affiliates; (3) make technical and
conforming changes to certain membership related-forms and listing
forms, including the corporate governance certification form for
issuers; and (4) update the list of shareholders indirectly owning 5%
or more of TXSE. In Amendment No. 2, TXSE also proposes to add Exhibits
D-2, D-3, D-4, D-5, and D-6 to provide unaudited financial statements
for certain of TXSE's affiliates.
III. Request for Written Comment
The Commission requests that interested persons provide written
views and data with respect to TXSE's
[[Page 37608]]
Form 1, as amended. 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#f381869f96de909c9e9e969d8780b3809690dd949c85"><span class="__cf_email__" data-cfemail="82f0f7eee7afe1edefefe7ecf6f1c2f1e7e1ace5edf4">[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>).
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 August 26, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\9\
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\9\ 17 CFR 200.30-3(a)(71)(ii).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-14755 Filed 8-4-25; 8:45 am]
BILLING CODE 8011-01-P
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