[Federal Register Volume 90, Number 228 (Monday, December 1, 2025)]
[Notices]
[Page 55189]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-21627]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104260; File No. 10-00248]
In the Matter of the Application of Dream Exchange Holdings, Inc.
for Registration as a National Securities Exchange; Findings, Opinion,
and Order of the Commission
November 25, 2025.
I. Introduction and Procedural History
On February 14, 2025, Dream Exchange Holdings, Inc. (``DreamEx'')
filed with the Securities and Exchange Commission (``Commission'') a
Form 1 application (``Form 1'') under the Securities Exchange Act of
1934 (``Act''), seeking registration as a national securities exchange
under section 6 of the 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 Act \3\
to determine whether to grant or deny DreamEx's application for
registration as a national securities exchange under section 6 of the
Act.\4\ On July 8, 2025, DreamEx filed an amendment to the Form 1
(``Amendment No. 1'').\5\ Amendment No. 1 was published for comment in
the Federal Register on July 14, 2025.\6\ On July 16, 2025, DreamEx
filed Amendment No. 2 to the Form 1 (``Amendment No. 2'').\7\ The
Commission received no comments on the Form 1, as amended by Amendment
Nos. 1 and 2. On August 22, 2025, the Commission extended, pursuant to
section 19(a)(1)(B) of the Act,\8\ the time period for granting or
denying the Form 1 for an additional 90 days, until November 28,
2025.\9\
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\1\ 15 U.S.C. 78f. The Form 1 is available on the Commission's
website at: https://www.sec.gov/rules-regulations/other-commission-orders-notices-information/dream-exchange-form-1. See also 15 U.S.C.
78s(a)(1) (stating that the Commission shall, ``[w]ithin ninety days
of the date of publication of such notice (or within such longer
period as to which the applicant consents),'' grant the registration
or institute proceedings to determine whether the registration
should be denied, that any such proceedings ``shall be concluded
within one hundred eighty days of the date of a public of notice of
the filing of the application for registration,'' that ``[a]t the
conclusion of such proceedings, the Commission, by order, shall
grant or deny such registration,'' and that ``[t]he Commission may
extend the time for conclusion of such proceedings for up to ninety
days if it finds good cause for such extension and publishes its
reasons for so finding or for such longer period as to which the
applicant consents'').
\2\ See Securities Exchange Act Release No. 102484 (Feb. 25,
2025), 90 FR 11078 (Mar. 3, 2025) (``Notice'').
\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).
\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.
\6\ See Securities Exchange Act Release No. 103430 (July 9,
2025), 90 FR 31310 (July 14, 2025).
\7\ Amendment No. 2 is available on the Commission's website at:
https://www.sec.gov/rules-regulations/other-commission-orders-notices-information/dream-exchange-form-1.
\8\ 15 U.S.C. 78s(a)(1)(B).
\9\ See Securities Exchange Act Release No. 103767 (Aug. 22,
2025), 90 FR 41847 (Aug. 27, 2025).
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The Commission has reviewed DreamEx's registration application, as
amended, in order to make a determination whether to grant such
registration. For the reasons set forth below, this order denies
DreamEx's application, as amended, for registration as a national
securities exchange.
II. Statutory Standards and Discussion
Pursuant to Sections 6(b) and 19(a) of the Act,\10\ the Commission
shall by order grant an application for registration as a national
securities exchange if the Commission finds, among other things, that
the proposed exchange is so organized and has the capacity to be able
to carry out the purposes of the Act and to comply, and to enforce
compliance by its members, with the provisions of the Act, the rules
and regulations thereunder, and the rules of the exchange.\11\ The
Commission shall deny such registration if it does not make such
finding.
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\10\ 15 U.S.C. 78f(b)(1) and 15 U.S.C. 78s(a), respectively.
\11\ See also supra note 1 (discussing the time for Commission
action following publication of notice of an application for
exchange registration).
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The Commission is mindful of the important role national securities
exchanges play in the securities markets.\12\ Not only do they operate
trading markets, but registered national securities exchanges are also
self-regulatory organizations charged with a public trust to implement
and enforce the Federal securities laws and rules, as well as their own
rules with respect to their members.\13\
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\12\ See Securities Exchange Act Release No. 40760 (Dec. 8,
1998), 63 FR 70844, 70881 (Dec. 22, 1998) (``the self-regulatory
role of registered exchanges is fundamental to the enforcement of
the Federal securities laws.''); and Securities Exchange Act Release
No. 50699 (Nov. 18, 2004), 69 FR 71126, 71132 (Dec. 8, 2004) (``As
operators of trading markets, front-line regulators of securities
firms, and standard-setters for listed issuers, national securities
exchanges . . . are critical to the integrity of the U.S. securities
markets.'').
\13\ See Securities Exchange Act Release No. 50699, 69 FR 71126,
71131.
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In connection with DreamEx's application for registration as a
national securities exchange, the Commission has reviewed information
provided by DreamEx publicly in its Form 1 and non-publicly in response
to Commission requests, as well as additional information derived from
public and non-public sources related to DreamEx and its officers,
directors, and affiliates.\14\ The non-public information includes
information obtained as a result of a formal order of investigation
issued by the Commission to determine whether there have been any
violations of the Federal securities laws. Although the Commission has
not yet made any determinations in connection with the investigation,
taken together, the information currently before the Commission raises
questions about DreamEx's capacity to be able to carry out the purposes
of and comply with the provisions of the Act and the rules and
regulations thereunder that we are not able to resolve at this
time,\15\ and may not be resolved until the investigation is
concluded.\16\ Consequently, the Commission is unable at this time to
find that DreamEx is so organized and has the capacity to be able to
carry out the purposes of the Act and to comply, and to enforce
compliance by its members, with the provisions of the Act, the rules
and regulations thereunder, and the rules of the exchange consistent
with Section 6(b)(1) of the Act.\17\
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\14\ Among other things, there have been press reports raising
questions about the potential misuse of funds.
\15\ See 15 U.S.C. 78s(a)(1), supra note 1. However, nothing
precludes DreamEx from filing another Form 1 application with the
Commission in the future.
\16\ The Commission's analysis and conclusions do not depend on
the identity or affiliation of any such sources. Rather, the
Commission has considered the substance of the concerns raised both
publicly and non-publicly in light of the information before it.
\17\ See supra note 10.
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III. Conclusion
It is ordered that the application of DreamEx for registration as a
national securities exchange be, and it hereby is, denied.
By the Commission.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2025-21627 Filed 11-28-25; 8:45 am]
BILLING CODE 8011-01-P