90 FR 132 pgs. 31310-31311 - 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
Type: NOTICEVolume: 90Number: 132Pages: 31310 - 31311
Pages: 31310, 31311Docket number: [Release No. 34-103430; File No. 010-00248]
FR document: [FR Doc. 2025-13084 Filed 7-11-25; 8:45 am]
Agency: Securities and Exchange Commission
Official PDF Version: PDF Version
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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.
Footnotes:
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: https://www.sec.gov/rules-regulations/other-commission-orders-notices-information/dream-exchange-form-1.
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.
Footnotes:
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.
II. Amendment No. 1 to DreamEx's Form 1
[top] 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
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
• Use the Commission's internet comment form ( https://www.sec.gov/rules/other.shtml ); or
• Send an email to rule-comments@sec.gov. Please include file number 010-00248 on the subject line.
Paper Comments
• 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 ( https://www.sec.gov/rules/other.shtml ). 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
Footnotes:
7 ?17 CFR 200.30-3(a)(71)(ii).
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-13084 Filed 7-11-25; 8:45 am]
BILLING CODE 8011-01-P