a. Disclaimer
TSV LLC is not registered with the Securities and Exchange Commission in any capacity for the activities performed pursuant to the TSV Exemption. The Commission has not passed upon the merits or accuracy of the disclosures contained in this Notice.
The Venue is not subject to the fair-access requirements applicable to registered national securities exchanges or alternative trading systems subject to Rule 301(b)(5) of Regulation ATS. Unfair or unreasonably discriminatory denials or limitations of access of TSV Participants by the Venue are not subject to Commission review.
The Venue is not subject to Regulation NMS.
b. Use of the Exemption
TSV LLC acknowledges that its reliance on the TSV Exemption is subject to Commission oversight and that operation of the Venue in a manner inconsistent with the conditions of the TSV Exemption could result in Commission enforcement action.
This Notice describes how the Venue will operate upon commencement of operations. On and after the date operations commence, the Venue will operate in the manner described in this Notice.
c. Overview of the Tokenized Securities Venue
TSV LLC is a Puerto Rico limited liability company established to operate a Tokenized Securities Venue for secondary-market trading of eligible Tokenized NMS Stock through permissioned automated market maker liquidity pools (“AMM Liquidity Pools”).
TSV LLC is owned in equal proportions by Ali Abrar and Ryan Trinkle, each of whom owns a 50% membership interest. Both members reside in Puerto Rico.
TSV LLC is managed by Ali Abrar and Ryan Trinkle. The managers are responsible for oversight of the Venue and for establishing or approving policies concerning asset eligibility, participant eligibility, trading access, AMM parameters, fees, risk controls, trading stoppages, regulatory compliance, and other material aspects of Venue operations.
Obsidian Software LLC, which licenses the Tradecraft automated market maker software to TSV LLC and provides the services described in items (d), (x), (aa) and (bb), is an affiliate of TSV LLC.
The Venue does not use token-holder voting or other decentralized governance to make corporate, regulatory, listing, access-control, or Venue-management decisions.
Certain Venue applications will use Contract-Controlled Parties (“CCPs”) and decentralized-party confirmation mechanisms as technical authorization and security mechanisms. These mechanisms do not confer corporate or Venue-governance rights on token holders, liquidity providers, or CCP confirmation participants.
Liquidity-provider interests or positions do not confer governance rights over TSV LLC or the Venue.
TSV LLC currently has no affiliated Tokenized Securities Venues.
The Venue will not conduct primary offerings of securities through its trading functionality.
d. Non-Exempt Activities
TSV LLC is not registered with the Commission in any capacity.
TSV LLC licenses the Tradecraft automated market maker software from Obsidian Software LLC. Obsidian Software LLC provides software development, maintenance, technical support, monitoring, and certain operational and oversight systems to TSV LLC pursuant to contractual arrangements.
TSV LLC's operation of the Venue is separate from any alternative trading system or other securities-market product that uses technology developed or licensed by Obsidian Software LLC.
e. TSV Participants
The Venue permits participation by eligible persons including retail investors, institutional investors, proprietary trading firms, liquidity providers, and registered broker-dealers, each of which must be verified or credentialed under item (f) before participating.
Eligible participants access the Venue directly or, where supported, through a broker-dealer or other eligible intermediary.
At commencement, liquidity provision is open only to participants that have entered into a pool participation agreement with TSV LLC, under which each is responsible for its own regulatory status, including any reliance on the Covered Firm Exemption. The agreement also provides for the liquidity provider's consent to the register treatment of pooled shares described in item (p), and for its responsibility for its own obligations as a beneficial owner of pooled shares, including any reporting under Sections 13(d) and 16 of the Exchange Act. Liquidity provision is not otherwise available at commencement.
f. Permissioned Trading Access Eligibility
Trading access is permissioned.
Before a person or wallet address is authorized to trade, identity and eligibility checks appropriate to the participant type are performed. The issuer's transfer agent performs identity verification for natural persons, verification of legal entities and beneficial owners, sanctions screening, jurisdictional eligibility review, association of approved wallet addresses with approved participants, and other checks required by applicable law or Venue policy. TSV LLC relies on the transfer agent's verification for Venue access and remains responsible for compliance with the conditions of the TSV Exemption.
TSV LLC will deny, restrict, suspend, or terminate access where it determines such action is necessary or appropriate to comply with applicable law, economic and trade sanctions administered by OFAC, applicable AML/CFT requirements, the conditions of the TSV Exemption, Venue risk controls, or Venue participation policies.
Permissioning is implemented through onchain credentials, allowlists, and transfer restrictions. Only Canton parties that TSV LLC has approved after these checks may interact with an AMM Liquidity Pool, and the pool contracts reject transactions from any other party. Holding and transfer of the Tokenized NMS Stock itself are permissioned through the issuer's register, maintained by a transfer agent registered with the Commission under Section 17A of the Exchange Act: the token's transfer restrictions, administered by the transfer agent, limit transfers to parties the transfer agent has verified and recorded. Eligibility determinations are made offchain and enforced onchain. This participant permissioning operates at the application level and does not affect the permissionless character of the underlying distributed ledger, which remains open for anyone to read and write as described in item (n).
The transfer agent's verification of participants and TSV LLC's own screening will be operational before commencement.
g. Securities, Non-Security Crypto Assets, and Tokenized Money Market Funds Traded
As of the publication date of this Notice, TSV LLC has not commenced operations and no assets are presently available for trading.
Before making an asset available, TSV LLC will determine that the asset is eligible for use on a TSV under the conditions of the TSV Exemption.
Eligible pairs will include either Tokenized NMS Stock paired with another Tokenized NMS Stock, an eligible non-security crypto asset, or an eligible tokenized money market fund.
TSV LLC expects that paired assets will include U.S. dollar-denominated stablecoins or other eligible non-security crypto assets available on the Canton Network. At commencement, the paired assets will include USDC, issued by Circle, and SBC, issued by Brale, each as issued on the Canton Network.
TSV LLC will identify each Tokenized NMS Stock and paired asset made available for production trading and will update this Notice as required.
h. Tokenization of Securities
The Venue makes available Tokenized NMS Stock that is tokenized by or on behalf of the issuer of the underlying NMS Stock by the issuer's transfer agent and with the issuer's authorization.
Initially, the Venue will be made available on a voluntary basis. That is, one holder of shares of a public company has elected to have a certain number of their shares tokenized for trading on the Venue. The name of the public company and the stock ticker for its shares shall be made public when the Venue is live.
TSV LLC will not treat a separate security that merely provides synthetic economic exposure to an underlying NMS Stock as Tokenized NMS Stock eligible under the TSV Exemption.
Before admitting a Tokenized NMS Stock for trading, TSV LLC will evaluate matters including its legal structure; its relationship to the underlying NMS Stock; the tokenization and ownership-recording mechanism; the applicable distributed ledger; minting, burning, and transfer authority; technical soundness; operational integrity; transfer restrictions; corporate-action processing; custody or securities-entitlement arrangements where applicable; and its ability to satisfy the conditions of the TSV Exemption.
For Tokenized NMS Stock tokenized by an unaffiliated third party, TSV LLC will provide the required Issuer Notice and will not commence trading before expiration of the applicable notice period or following a timely issuer objection. At present, shares are tokenized only on a voluntary basis, by the issuer's transfer agent on behalf of, and with authorization from, the issuer.
Because such tokenization is authorized by and undertaken on behalf of the issuer, TSV LLC is not sending and has not sent any Issuer Notices at this time.
i. Verification of Equivalent Rights and Privileges
Before making a Tokenized NMS Stock available for trading, TSV LLC will verify that holders receive the same rights and privileges required by the TSV Exemption as holders of conventional NMS Stock of the equivalent class.
The review will address, as applicable, the holder's economic interest in the issuer, dividend rights, voting rights, rights to residual assets upon liquidation, treatment of corporate actions, proxy materials, and issuer communications.
Verification will include review of issuer and transfer-agent documentation, legal analysis, contractual arrangements, custody or securities-entitlement documentation, technical analysis, attestations, certifications, independent review, or other evidence appropriate to the particular tokenization structure.
No Tokenized NMS Stock is currently available for trading, and therefore no asset-specific verification determination has yet been made. Asset-specific disclosures will be provided before or when the applicable asset is made available, as required.
j. Notice of Issuer Objection
As of the publication date of this Notice, TSV LLC has received no Notice of Issuer Objection from any issuer whose stock TSV LLC is or is at this time planning to tokenize.
TSV LLC will update this Notice as required if it receives a timely and applicable Notice of Issuer Objection.
k. Tokenization by TSV LLC or Its Affiliates
TSV LLC and its affiliates develop and have access to distributed ledger technology capable of supporting the issuance and tokenization of assets on the Canton Network.
Obsidian Software LLC will develop, deploy, or license software and related technical infrastructure for use by issuers, transfer agents, custodians, or other authorized persons in connection with asset tokenization.
TSV LLC does not exercise production minting authority over Tokenized NMS Stock made available for trading on the Venue.
For Tokenized NMS Stock made available, production issuance, minting, burning, or equivalent asset-control authority is exercised by the transfer agent of the issuer of the underlying NMS Stock on behalf of the issuer.
The development, deployment, or licensing of software capable of tokenization does not by itself mean that TSV LLC or an affiliate exercises production minting authority over a particular Tokenized NMS Stock.
If TSV LLC or an affiliate subsequently issues, tokenizes, or exercises production minting authority with respect to Tokenized NMS Stock made available for trading on the Venue, TSV LLC will disclose the affected security and any differences in its treatment as required.
l. Trading Activities of TSV LLC and Its Affiliates
At commencement, neither TSV LLC nor any affiliate will enter proprietary trading interest or provide proprietary liquidity on the Venue.
TSV LLC or an affiliate may in the future participate on the Venue as a user or liquidity provider, subject to applicable law, applicable registration requirements or exemptive relief, conflict-of-interest controls, and disclosure under the TSV Exemption.
Neither TSV LLC nor an affiliate will receive undisclosed preferential access to confidential trading information, transaction sequencing, market data, pricing, or fees by reason of its affiliation.
m. Differences in Treatment of TSV Participants
The Venue differentiates among TSV Participants based on their functions, regulatory status, risk profile, technical access, or use of Venue services. At commencement, the differences in treatment are those described in items (e) and (u).
For example, liquidity providers will receive functionality not available to users that only buy or sell assets, and broker-dealers or institutional participants will use different technical integration methods than individual retail participants.
Differences will include, among others, permission to create or fund liquidity positions, API or programmatic access, risk limits, operational permissions, fee schedules, rebates, or other functionality appropriate to a participant's role.
Any material differences concerning access, trading procedures, market data, or fees will be disclosed as required.
n. Distributed Ledger Technology
The Venue intends to deploy distributed ledger applications written in Daml on the Canton Network.
Canton provides the ability for users to have privacy-preserving distributed transaction processing in which transaction information is disclosed to parties entitled to receive it rather than broadcasting all transaction contents globally. This selective disclosure is an application-level privacy feature that does not affect the underlying distributed ledger's permissionless and public status.
The distributed ledger applications used to operate TSV LLC, including the smart contracts governing the AMM Liquidity Pools, trading, and related Venue functions, are all auditable. Their logic is deterministic, and the actions they permit are fixed by contract code (and thus are non-discretionary). All behavior utilizing these smart contracts can be examined and tested against their source code.
TSV LLC will make the source code for the distributed ledger applications used to operate the Venue publicly available as required by the TSV Exemption. Publishing the source code allows TSV Participants, the Commission, and other third parties to read the code, confirm how trades are effected on the Venue, and identify and report vulnerabilities. Publication satisfies the "public" element of the TSV Exemption's condition and supports its "auditable" element as well.
In addition to the distributed ledger records generated through Venue activity, TSV LLC will operate a public post-trade publication mechanism through which transaction information required by the TSV Exemption will be made freely and publicly available to market participants on equal terms, in machine-readable form, within the applicable reporting period.
The distributed ledger applications are deployed on the Canton Network, which TSV LLC considers a public, permissionless distributed ledger within the meaning of the TSV Exemption. The TSV Exemption states that "permissionless" generally means that anyone can read or write to the distributed ledger without authorization. Canton is permissionless in this sense. Its code is open source. Anyone may participate without TSV LLC's authorization or anyone else's. Any person may deploy an application, operate a validator, or act as a party on the Canton Network. Reading from and writing to the ledger is accomplished by operating, or connecting through, a validator, and anyone is free to run one.
Canton's shared coordination layer, the Global Synchronizer, provides the common sequencing and synchronization that participants rely on to reach a consistent view of transaction ordering. This shared layer is the network-wide infrastructure that makes Canton a single distributed ledger rather than a set of disconnected systems. This arrangement is consistent with the meaning of "distributed ledger" under the GENIUS Act, which describes technology in which data is shared across a network, creating a shared digital ledger among network participants, with cryptography used to maintain the integrity of the ledger.
Canton supports permissioning at the application layer. That capability operates one level above the ledger itself, so the underlying ledger remains permissionless. The permissioning layer allows the Venue to publish trade information required by the TSV Exemption while keeping confidential counterparty information private. The same capability allows TSV LLC to gatekeep participation, which is required by the TSV Exemption, by allowing effective implementation of identity verification and sanctions screening, without changing the public, permissionless character of the underlying ledger.
TSV LLC has engaged Commission staff concerning application of the TSV Exemption's public, permissionless distributed ledger condition to the intended Canton architecture.
Production Venue contracts have not yet been deployed as of the publication date of this Notice. Applicable production contract identifiers and other required deployment information will be disclosed prior to their use in Venue operations.
The Venue will support access through a web-based interface, supported wallets, APIs or other programmatic integrations, and other permitted integrations with Venue applications.
Certain Venue components will use Contract-Controlled Parties. A CCP is an on-ledger party whose authority is constrained by the governing Daml smart-contract state machine and which does not possess a general-purpose wallet or independent transaction-submission capability.
CCPs use a decentralized-party confirmation mechanism requiring a configured threshold of confirming participants. Where the relevant CCP configuration requires confirming participants to vet an upgraded package, TSV LLC cannot unilaterally deploy an upgrade that exercises the authority of that CCP without satisfying those confirmation requirements. At commencement, the confirming participants are Obsidian Software LLC, 4M Group, and M1X Global.
TSV LLC retains Venue-level authority to determine whether Venue functionality should be introduced, modified, suspended, or ceased, but its technical ability to alter CCP-governed functionality is subject to the authorization and package-vetting mechanisms applicable to the relevant CCP.
o. Entry of Trading Interest
A participant seeking to trade will be able to select an eligible trading pair and specify or approve transaction parameters that will include the asset and direction of the trade, quantity, expected or quoted input or output, slippage tolerance, minimum output or maximum input, transaction expiration, and wallet authorization.
Before execution, Venue functionality will verify applicable participant permissions, asset permissions, and transaction constraints.
Transactions will settle only after the required authorizations and distributed ledger validations have occurred.
The Venue does not impose a general participant-level daily trading limit or standardized minimum or maximum transaction size.
Transactions remain subject to available pool liquidity, participant-defined transaction constraints, technical limitations, Venue risk controls, asset-specific controls, and applicable Venue-wide or asset-specific trading-volume limitations under the TSV Exemption.
The Venue will introduce additional participant-level or asset-level limits where reasonably appropriate for market-integrity, operational, regulatory, or risk-management purposes. Such limits will be disclosed as required.
p. AMM Liquidity Pool Trading Procedures
The Venue will use Tradecraft AMM software licensed from Obsidian Software LLC. Only TSV LLC creates AMM Liquidity Pools and sets their parameters.
The Venue will, over time, operate multiple AMM Liquidity Pool designs, including constant-product pools and concentrated-liquidity pools. At commencement of operations, the Venue will operate a concentrated-liquidity AMM using a Uniswap v3-style design. Concentrated-liquidity pools permit liquidity providers to allocate liquidity within specified price ranges and will use pool-specific fee tiers or other configurable parameters. The applicable pricing model, liquidity-allocation method, fee structure, and other material parameters will be disclosed for each pool before it is made available for trading.
Eligible liquidity providers will have the option to contribute eligible assets to AMM Liquidity Pools and withdraw their liquidity in accordance with the applicable pool rules and distributed ledger applications.
Liquidity committed to a pool is held by a Contract-Controlled Party whose ability to transfer or otherwise dispose of those assets is constrained by the governing smart contracts. The CCP can act only through the transitions permitted by those contracts and does not possess a general-purpose discretionary transaction-submission capability. On the issuer's register, pooled shares are recorded for the benefit of liquidity providers (either in their names as co-owners or in the name of a nominee supplied by the transfer agent) with each liquidity provider's interest recorded onchain and visible to the transfer agent. Beneficial ownership of pooled shares remains with the liquidity providers; TSV LLC has no ownership of or claim on them.
Participants buy and sell assets by interacting with the applicable AMM Liquidity Pool. Execution price and available size are determined by the applicable pool algorithm, pool reserves, participant-specified constraints, applicable fees, and other disclosed pool parameters.
The Venue will offer pool-specific customization, including different pricing models, fee levels, fee allocation, liquidity ranges, or other parameters supported by the applicable protocol. Material pool characteristics will be disclosed before participants interact with the pool.
q. Offchain Trading Procedures
The Venue will use offchain systems to support functions including participant onboarding and identity verification, sanctions and eligibility screening, user-interface functionality, transaction preparation, quote presentation, market-data ingestion, risk controls, market surveillance, public transaction reporting, regulatory books and records, and operational monitoring.
Offchain functionality will include preparing or facilitating a transaction, but final asset transfers effected through Venue AMM functionality will be recorded through the applicable distributed ledger applications.
Offchain systems will not be intentionally used to provide undisclosed preferential access to confidential pre-execution trading information or preferential transaction ordering.
r. Hours of Operation
The Venue is intended to be technically available 24 hours per day, seven days per week.
Trading in an individual asset or availability of Venue functionality remains subject to mandatory trading stoppages, Venue risk controls, scheduled maintenance, emergency maintenance, material operational events, corporate actions, asset-specific restrictions, and other circumstances described in this Notice.
Scheduled maintenance windows will ordinarily be designated, scheduled, and communicated to participants in advance. Emergency or unscheduled maintenance will occur where advance notice is not practicable.
s. Use of Market Data
The Venue will use external NMS market data for market-integrity, compliance, and risk-management purposes.
Uses include identifying trading stoppages in underlying NMS Stocks, monitoring reference prices and material price dislocations, applying volatility or risk controls, calculating applicable trading-volume limitations, and monitoring corporate actions.
External market data serves as a risk-control input and does not determine the algorithmic execution price produced by an AMM Liquidity Pool.
Market data is provided by Alpaca Securities LLC's market-data service, and is used for trading-status and halt information in the underlying NMS Stock and for consolidated daily share volume used in applying the trading-volume limitations of the TSV Exemption.
t. Display and Dissemination of Trading Information
Venue functionality will display information sufficient for a participant to understand a proposed AMM interaction. Depending on the interface and pool, this will include some combination of pool state, indicative or executable amounts, price, price impact, applicable fees, estimated transaction output, slippage parameters, and other relevant transaction information.
TSV LLC does not publicly disseminate confidential unexecuted participant transaction intent before execution.
Following execution, TSV LLC will publicly disseminate transaction information required by the TSV Exemption. Such information will be denominated in U.S. dollars, provided freely in machine-readable form to market participants on equal terms, and updated within the period required by the TSV Exemption.
The public data will include the applicable asset symbols, transaction price, transaction size, transaction time, transaction direction, applicable AMM Liquidity Pool information and smart-contract address, required trading-volume information, and required end-of-day pool-size information.
u. Fees, Rebates, Discounts, and Other Compensation
Fees vary among AMM Liquidity Pools.
For a standard pool, TSV LLC sets a baseline total swap fee of 0.30%, with 0.20% ordinarily allocated to liquidity providers and 0.10% ordinarily allocated to TSV LLC as Venue operator.
This baseline is not a minimum, maximum, or fixed fee applicable to all pools.
A particular pool can use a higher or lower total fee, and the allocation of that fee between liquidity providers, TSV LLC, and any other disclosed recipient may differ from the baseline.
Pool-specific fees will vary based on factors including the asset pair, AMM design, liquidity characteristics, volatility, expected trading activity, market conditions, operational costs, participant role, liquidity-provider arrangements, and other characteristics relevant to operation of the pool.
TSV LLC will offer or arrange some combination of rebates, liquidity incentives, volume-based discounts, promotional rates, fee waivers, fee-sharing arrangements, or other economic incentives. Where economics are individually negotiated or otherwise non-standardized, relevant factors will include expected or actual liquidity provision, trading or liquidity volume, duration of liquidity commitments, market-making or liquidity-support obligations, integration or distribution arrangements, participant type, and other commercially relevant services or commitments.
TSV LLC does not presently intend to charge a general mandatory onboarding or Venue-access fee. TSV LLC reserves the right to charge, waive, subsidize, reimburse, or pass through disclosed third-party costs associated with identity verification, entity verification, compliance screening, or similar participant-specific services.
Transactions incur Canton Network traffic, gas, hosting, or other network-related charges determined independently of the Venue's swap fee. Such costs will either be paid by participants, passed through by TSV LLC, sponsored or subsidized by TSV LLC or another party, rebated, or otherwise allocated as disclosed to the participant.
The applicable total fee, its material allocation, and any applicable participant-specific charge, rebate, discount, or incentive will be disclosed before the relevant transaction or activity occurs.
Because no production pools are currently operating, there is presently no separate production fee schedule. TSV LLC will publish the applicable fee schedule for production pools before trading commences and will make the current schedule available through its website and/or applicable Venue interface.
v. Complaints and Disputes
Participants may submit complaints, disputes, or reports of suspected execution errors to contact@tokenizedstockvenue.com.
TSV LLC will review complaints and alleged execution errors using available transaction records, distributed ledger state, system logs, and other relevant information.
Distributed ledger transactions are final and irreversible. TSV LLC therefore cannot guarantee that an executed transaction can be reversed.
Where remediation is appropriate and technically and legally available, TSV LLC will determine an appropriate response based on the facts and circumstances.
TSV LLC will maintain appropriate records concerning material complaints, disputes, execution errors, and their disposition.
w. Protection of TSV Participant Information and MEV
TSV LLC limits collection, use, and disclosure of confidential participant information to what is reasonably necessary for Venue operation, compliance, risk management, and applicable legal obligations. Identity verification records are held by the entity performing participant verification as described in item (f).
Personally identifiable information and identity-verification records will generally be maintained separately from publicly disseminated transaction data.
TSV LLC reserves the right to provide confidential participant information to service providers acting on its behalf and to disclose information to regulators, law-enforcement authorities, courts, or other persons where required or permitted by applicable law.
The Canton architecture does not generally broadcast plaintext pending transaction contents to unrelated network participants. Transaction information is selectively disclosed to persons and infrastructure entitled to participate in processing or validating the relevant transaction. This non-broadcast of pending transaction contents is an application-level privacy feature and is consistent with the public, permissionless nature of Canton's distributed ledger as described in item (n).
This architecture is intended to materially reduce opportunities for forms of abusive conduct that depend upon public visibility into unexecuted transaction contents, including conventional public-mempool front-running and sandwich attacks.
Additional protections are expected to include participant permissioning, limited dissemination of confidential pre-execution information, participant-defined price and slippage constraints, post-execution public reporting, authorization controls, and monitoring for potentially abusive trading activity.
These mechanisms cannot eliminate all risks associated with information leakage, transaction sequencing, compromised infrastructure, misuse of legitimately obtained information, collusion, or other abusive conduct.
TSV LLC does not intend to prevent ordinary post-execution arbitrage or price-alignment activity merely because it follows another transaction, provided such activity is lawful and does not involve misuse of confidential information or other prohibited conduct.
x. Systems Safeguards
TSV LLC maintains controls reasonably designed to support the capacity, integrity, resiliency, availability, and security of the Venue and its onchain and offchain systems.
Such controls are expected to include software review; automated testing; access and authorization controls; pre-deployment review; independent security review of material production smart contracts; post-deployment monitoring; vulnerability management; operational monitoring; incident-response procedures; emergency trading-stoppage capability; business-continuity and disaster-recovery procedures; and backup and recovery measures for applicable offchain systems and records.
Tradecraft software has previously been subject to independent security review and audit by Halborn. Material production changes will be evaluated for additional independent audit or security review before deployment.
Obsidian Software LLC will provide software development, maintenance, technical support, monitoring, and certain security and operational functions to TSV LLC.
y. Clearing and Settlement
Transactions executed through Venue AMM Liquidity Pools will be designed to settle atomically on the Canton Network such that the asset transfers comprising the transaction occur together or do not occur.
Participant assets that have not been committed to Venue functionality ordinarily remain associated with the applicable participant account or wallet.
Assets committed to an AMM Liquidity Pool may be held through a CCP-based structure in which disposition of the assets is constrained by predefined distributed ledger application logic.
The use of a CCP is intended to constrain discretionary control over pooled assets. A CCP does not possess an ordinary general-purpose wallet or independent authority to submit arbitrary transfers.
The Venue does not provide margin financing or extend credit to participants for purchases of Tokenized NMS Stock where prohibited by the conditions of the TSV Exemption and will not provide prohibited borrowing or hypothecation functionality.
z. Material Risks
Participation in the Venue involves risks including loss or compromise of private keys; wallet compromise; software or smart-contract defects; access-control failures; distributed ledger failures or disruptions; denial-of-service attacks; cybersecurity incidents; congestion or degraded network performance; inaccurate or unavailable market data; oracle or reference-data manipulation; phishing or social engineering; market volatility; price divergence between Tokenized NMS Stock and conventional markets; low liquidity; impermanent loss; trading stoppages; corporate-action processing risks; tokenization, custody, recordkeeping, or securities-entitlement failures; information leakage; abusive transaction sequencing or MEV-related conduct; service-provider failures; and changes in applicable law or regulation. Positions in Tokenized NMS Stock, including shares committed to an AMM Liquidity Pool, are subject to a transfer agent's authority to freeze, reverse, reissue, cancel, or adjust positions as required by law, court order, escheatment rules, or corporate actions.
TSV LLC mitigates such risks through the systems, controls, permissioning, monitoring, disclosure, and operational procedures described in this Notice.
No system or control can eliminate all risk.
Unless TSV LLC expressly agrees otherwise or applicable law requires otherwise, participants should not expect TSV LLC to compensate them for market losses, impermanent loss, losses arising from compromised private keys or participant systems, or losses caused by unaffiliated third parties.
aa. Service Providers
As of the publication date of this Notice, TSV LLC expects to use the following material service providers:
Obsidian Software LLC will license the Tradecraft AMM software to TSV LLC and provide software development, maintenance, technical support, monitoring, and certain operational and trading-oversight systems.
The issuer’s transfer agent performs participant verification and maintains the issuer’s register for the tokenized shares as described in items (f), (h) and (p), and will be identified together with the Tokenized NMS Stock.
IntellectEU is expected to provide Canton participant-node hosting and related infrastructure services in the United States.
Amazon Web Services (AWS) is expected to provide cloud infrastructure supporting certain offchain Venue systems and services.
Alpaca provides consolidated market data as described in item (s).
Halborn performs independent security review and audit of the Tradecraft software as described in item (x).
This Notice will be updated with respect to material service providers as required.
bb. Trading Oversight
TSV LLC monitors Venue activity for patterns reasonably indicative of fraudulent, manipulative, prohibited, or otherwise anomalous conduct.
Initial monitoring and oversight systems will be provided in whole or in part by Obsidian Software LLC.
Monitoring will address, as applicable, wash trading, spoofing or manipulative trading interest, front-running or misuse of confidential trading information, coordinated manipulation, attempted circumvention of permissioning or Venue controls, unlawful trading, anomalous transaction patterns, and other market-abuse risks relevant to the Venue.
Monitoring will combine automated systems, distributed ledger analysis, offchain records, and manual review.
TSV LLC will engage additional third-party surveillance providers as the Venue develops and as further surveillance is warranted.
cc. Stoppage of Trading and Risk Controls
TSV LLC will stop trading in a Tokenized NMS Stock concurrently with any trading stoppage in the corresponding underlying NMS Stock where required by the TSV Exemption.
The Venue reserves the right to stop or restrict trading because of a Commission or listing-market suspension or halt, market-wide circuit breaker, scheduled maintenance, significant operational event, cybersecurity incident, distributed ledger disruption, material software issue, unavailable or unreliable market data, pending or material corporate action, asset-integrity concern, extraordinary volatility or price dislocation, applicable trading-volume limitation, legal or regulatory requirement, or another circumstance that TSV LLC determines presents a material threat to orderly Venue operation, participants, or market integrity.
During periods when conventional markets for the underlying NMS Stock are open, TSV LLC uses external NMS market data as a market-integrity and risk-control input, including to identify anomalous price divergence, volatility, trading stoppages, and other conditions potentially warranting a warning, transaction restriction, or trading stoppage.
AMM execution prices will generally continue to be determined by the applicable pool algorithm rather than being mechanically pegged to an external quotation.
No fixed numerical reference-price band or Venue-wide price circuit breaker has been established as of the publication date of this Notice. TSV LLC reserves the right to establish pool-specific or asset-specific reference-price controls, circuit breakers, transaction-size controls, or other safeguards in the future and will disclose such controls as required before they take effect.
The Venue is intended to support trading outside conventional exchange hours. When the conventional market for an underlying NMS Stock is closed, participants should understand that current conventional-market price discovery may be unavailable and that Tokenized NMS Stock may trade at prices materially different from the most recent conventional-market price.
TSV LLC does not intend mechanically to restrict off-hours AMM prices to the most recent conventional-market closing price. Depending upon available market information, liquidity, corporate actions, extraordinary news, or other conditions, TSV LLC reserves the right to apply warnings, price-impact controls, transaction limits, temporary trading pauses, or other asset-specific safeguards.
Trading following a stoppage will resume only after TSV LLC determines that applicable requirements for resumption have been satisfied and the condition giving rise to the stoppage has been adequately addressed.
Participants will be informed of trading stoppages and resumptions through the Venue's website, interface, or other regular communication channels.
dd. Exclusive or Predominant Venue for Trading of Tokenized NMS Stock
TSV LLC does not presently require Tokenized NMS Stock to trade exclusively on the Venue as a condition of admission.
The Venue may nevertheless become a predominant venue for a particular Tokenized NMS Stock as a result of liquidity, market adoption, tokenization architecture, or other circumstances.
Exclusive or predominant trading can create risks including reduced access to alternative sources of liquidity, dependence upon continued Venue operation, concentration of price discovery, and increased importance of Venue fees and operational availability.
Where supported by the applicable tokenization structure, mechanisms such as transfers to other eligible venues, redemption, conversion, withdrawal, burning, or detokenization may provide holders with alternatives to trading through the Venue.
Asset-specific limitations and applicable exit, redemption, conversion, or detokenization procedures will be disclosed as appropriate.
Notice Revision History
| Version | Date | Description |
|---|---|---|
| 1.0 | September 23, 2026 | Initial Notice published before commencement of Venue operations. |
| 1.1 | October 19, 2026 | Published under Section II.C of the TSV Exemption. Paragraph (4): items (c) (affiliate relationship with Obsidian Software LLC), (e) (liquidity provision at commencement), (f) (performance of participant verification by the issuer’s transfer agent and the permissioning mechanism), (g) (paired assets at commencement), (h) and (k) (tokenization and minting authority exercised by the issuer’s transfer agent), (l) (trading activities of TSV LLC and its affiliates at commencement), (m) (differences in treatment at commencement), (n) (confirming participants for Contract-Controlled Parties), (p) (creation of pools and register treatment of pooled shares), (s) and (aa) (market-data provider and other service providers), (x) (independent audit), and (z) (transfer-agent authority over positions). Paragraph (3): items (a), (d), (o), (t), (u), (w), (y), (bb), (cc) and (dd) (conforming and wording changes). All changes are effective on publication. |
TSV LLC will maintain current and prior versions of this Notice on its publicly available website as required by the TSV Exemption.