Self-Regulatory Organizations; 24X National Exchange LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the Limited Liability Agreement of 24X US Holdings LLC in Connection With a Transaction

[Federal Register Volume 91, Number 107 (Thursday, June 4, 2026)]

[Notices]

[Pages 33836-33839]

From the Federal Register Online via the Government Publishing Office [ www.gpo.gov ]

[FR Doc No: 2026-11146]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-105595; File No. SR-24X-2026-18]

Self-Regulatory Organizations; 24X National Exchange LLC; Notice

of Filing and Immediate Effectiveness of a Proposed Rule Change To

Amend the Limited Liability Agreement of 24X US Holdings LLC in

Connection With a Transaction

June 1, 2026.

Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934

(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given

that, on May 27, 2026, 24X National Exchange LLC (``24X'' or the

``Exchange'') filed with the Securities and Exchange Commission

(``Commission'') the proposed rule change as described in Items I, II,

and III below, which Items have been prepared by the Exchange. The

Commission is publishing this notice to solicit comments on the

proposed rule change from interested persons.

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\1\ 15 U.S.C. 78s(b)(1).

\2\ 17 CFR 240.19b-4.

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I. Self-Regulatory Organization's Statement of the Terms of Substance

of the Proposed Rule Change

The Exchange proposes to amend the limited liability agreement for

24X US Holdings LLC, the parent company of the Exchange, in connection

with the issuance of additional Voting Common Units of 24X US Holdings

LLC upon the conversion of a convertible promissory note. The proposed

rule change is available on the Exchange's website at https://equities.24exchange.com/regulation and at the principal office of the

Exchange.

II. Self-Regulatory Organization's Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule Change

In its filing with the Commission, the self-regulatory organization

included statements concerning the purpose of, and basis for, the

proposed rule change and discussed any comments it received on the

proposed rule change. The text of those statements may be examined at

the places specified in Item IV below. The Exchange has prepared

summaries, set forth in sections A, B, and C below, of the most

significant parts of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and the

Statutory Basis for, the Proposed Rule Change

1. Purpose

The Exchange is filing with the Commission a proposed rule change

to amend the Fourth Amended and Restated Limited Liability Company

Agreement (the ``24X US Holdco LLC Agreement'') of 24X US Holdings LLC

(``24X US Holdco'') to include amendments related to the issuance of

Voting Common Units of 24X US Holdco to Shinhan Securities Co., Ltd.

(``Shinhan'') upon the conversion of a convertible promissory note as

part of a capital raise (the ``Transaction''). The proposed amendments

are discussed below.

(a) Shinhan Transaction

On November 24, 2025, 24X issued to Shinhan a convertible

promissory note in exchange for certain consideration, and, on April

15, 2026, 24X and Shinhan agreed to convert the convertible promissory

note into 840,000 Voting Common Units of 24X US Holdco, subject to the

effectiveness of this filing.

The Exchange proposes to amend the 24X US Holdco LLC Agreement to

facilitate the Transaction, including authorizing the issuance of

additional Voting Common Units. The Voting Common Units are the same

type of membership interest (i.e., have the same privileges,

preference, duties, liabilities, obligations and rights) as the

existing interest held by current Members of 24X US Holdco: 24X Bermuda

Holdings LLC (``24X Bermuda Holdco'') and Rakuten Securities Holdings,

Inc. (``Rakuten''). With the completion of the Transaction, 24X Bermuda

Holdco's proportionate ownership of 24X US Holdco would be reduced by

approximately 0.78% from 84.41% to approximately 83.75%. Accordingly,

24X Bermuda Holdco will continue to own its ownership interest

[[Page 33837]]

in 24X US Holdco pursuant to the existing exceptions to the ownership

and voting limitation provisions for 24X Bermuda Holdco in the 24X US

Holdco LLC Agreement after giving effect to the Transaction and the

proposed amendments to the 24X US Holdco LLC Agreement.\3\ 24X believes

that the exceptions to the ownership and voting limitations provisions

for 24X Bermuda Holdco remain appropriate because the governance and

oversight of the Exchange would not change with the proposed amendments

to the 24X US Holdco LLC Agreement.\4\ 24X Bermuda Holdco would remain

the Manager of 24X US Holdco, and would continue to have control over

decision making for 24X US Holdco.\5\ In addition, with the completion

of the Transaction, Rakuten's proportionate ownership of 24X US Holdco

would be reduced by approximately 0.82% from 8.50% to approximately

8.43%. Correspondingly, Shinhan would own approximately 7.82% of 24X US

Holdco. Accordingly, Shinhan would not exceed any ownership or voting

limitations applicable to the Members set forth in the 24X US Holdco

LLC Agreement after giving effect to the Transaction and the proposed

amendments to the 24X US Holdco LLC Agreement. The proceeds from the

Transaction could be used by 24X US Holdco and its subsidiary, the

Exchange, for regulation and operation of the Exchange.

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\3\ See Section III(c)(ii)(A) of 24X US Holdco LLC Agreement.

\4\ With the completion of this Transaction, subject to any

applicable regulatory requirements, 24X anticipates that Shinhan

will participate as an observer on the Board of Managers of 24X

Bermuda Holdco.

\5\ See Section IV(a) of 24X US Holdco LLC Agreement.

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(b) Issuance of Additional Voting Common Units

To facilitate the Transaction, the Exchange proposes to amend the

24X US Holdco LLC Agreement to allow 24X US Holdco to issue additional

Voting Common Units. The first sentence of paragraph (a) of Section III

of the 24X US Holdco LLC Agreement currently states that ``[t]he

Company \6\ is authorized to issue 12,380,914 Common Units as follows:

(1) 11,280,914 Voting Common Units, and (2) 1,100,000 Non-Voting Common

Units.'' The Exchange proposes to revise this sentence to increase the

total number of Common Units that the Company is authorized to issue

from 12,380,914 Common Units to 12,465,282 Common Units, by increasing

the total number of Voting Common Units from 11,280,914 Voting Common

Units to 11,365,282 Voting Common Units.\7\ Accordingly, the first

sentence of paragraph (a) of Section III of the 24X US Holdco LLC

Agreement would read as follows: ``The Company is authorized to issue

12,465,282 Common Units as follows: (1) 11,365,282 Voting Common Units,

and (2) 1,100,000 Non-Voting Common Units.''

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\6\ ``The Company,'' as used herein, means 24X US Holdco, unless

otherwise noted.

\7\ 24X US Holdco would be authorized to issue 11,365,282 Voting

Common Units. 10,746,335 Voting Common Units would be owned by 24X

Bermuda Holdco, Rakuten and Shinhan, collectively. The additional

618,947 Voting Common Units would be reserved for use under the 24X

US Holdco Equity Incentive Plan.

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(c) Revised Exhibit A of the 24X US Holdco LLC Agreement

The Exchange also proposes to amend Exhibit A of the 24X US Holdco

LLC Agreement to include the updated ownership interests of 24X Bermuda

Holdco, Rakuten and Shinhan. Specifically, the chart in Exhibit A would

be revised to indicate that (1) 24X Bermuda Holdco would own 83.75% of

the Voting Common Units and 9,000,000 Voting Common Units, (2) Rakuten

would own 8.43% of the Voting Common Units and 906,335 Voting Common

Units, and (3) Shinhan would own 7.82% of the Voting Common Units and

840,000 Voting Common Units. In addition, Exhibit A would be revised to

indicate that the total number of Voting Common Units is 10,746,335.

2. Statutory Basis

The Exchange believes that the proposed rule change is consistent

with Section 6(b) of the Exchange Act \8\ in general, and furthers the

objectives of Section 6(b)(5) of the Exchange Act \9\ in particular, in

that it is designed to prevent fraudulent and manipulative acts and

practices, to promote just and equitable principles of trade, to foster

cooperation and coordination with persons engaged in facilitating

transactions in securities, to remove impediments to and perfect the

mechanisms of a free and open market and a national market system and,

in general, to protect investors and the public interest. Additionally,

the Exchange believes the proposed rule change is consistent with

Section 6(b)(5) of the Exchange Act \10\ requirement that the rules of

an exchange not be designed to permit unfair discrimination between

customers, issuers, brokers, or dealers. The Exchange also believes

that the proposed rule change would further the objectives of Section

6(b)(1) of the Act,\11\ in particular, in that such amendments enable

the Exchange to be so organized as to have the capacity to be able to

carry out the purposes of the Act and to comply with the provisions of

the Act, the rules and regulations thereunder, and the rules of the

Exchange.

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\8\ 15 U.S.C. 78f.

\9\ 15 U.S.C. 78f(b)(5).

\10\ See id.

\11\ 15 U.S.C. 78f(b)(1).

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The Exchange believes that the proposed amendments to the 24X US

Holdco LLC Agreement related to the Transaction, including the issuance

of additional Voting Common Units, are consistent with the Act. Such

proposed changes to the 24X US Holdco LLC Agreement would facilitate

additional investment and funding into 24X US Holdco resulting from the

conversion of the convertible promissory note into Voting Common Units

pursuant to the Transaction, and such proceeds could be used by 24X US

Holdco and its subsidiary, the Exchange, for the regulation and the

operation of the Exchange, which, in turn, would enable the Exchange to

be so organized as to have the capacity to carry out the purposes of

the Act and to comply with the provisions of the Act, the rules and

regulations thereunder, and the rules of the Exchange, and, in turn,

would protect investors and the public interest.

The Exchange also believes that the proposal for the Voting Common

Units to be the same type of membership interest as the existing

interest held by 24X Bermuda Holdco and Rakuten is consistent with the

Act because, as described above, the Voting Common Units would have the

same privileges, preference, duties, liabilities, obligations and

rights, and be subject to the same voting construct, as ownership

interests under the current 24X US Holdco LLC Agreement. This would

provide for a governance structure of 24X US Holdco that is consistent

with the structure currently in place, which was previously approved by

the Commission.\12\ As the Voting Common Units are the same type of

membership interest as the existing ownership interest of 24X Bermuda

Holdco and do not otherwise impact the governance of 24X US Holdco or

the Exchange, the Exchange believes that the additional Voting Common

Units and related amendments to the 24X US Holdco LLC Agreement

associated with the additional Voting Common Units relate solely to the

administration of 24X US Holdco and the Transaction, and that such

amendments would not impact the governance or operations of the

Exchange. Accordingly, the Exchange

[[Page 33838]]

does not believe the issuance of the additional Voting Common Units or

the Transaction would in any way restrict the Exchange's ability to be

so organized as to have the capacity to carry out the purposes of the

Act and to comply with the provisions of the Act, the rules and

regulations thereunder, and the rules of the Exchange, nor does the

Exchange believe that the additional Voting Common Units or the

Transaction would be unfairly discriminatory. As noted above, the

governance and oversight of the Exchange would not change with the

proposed amendments to the 24X US Holdco LLC Agreement. 24X Bermuda

Holdco would remain the Manager of 24X US Holdco, and would continue to

have control over decision making for 24X US Holdco.\13\ Shinhan would

not have decision making authority with regard to the governance and

operation of the Exchange. For example, Shinhan would not have the

right to choose members of the Exchange Board or its officers.\14\

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\12\ See Securities Exchange Act Rel. No. 101777 (Nov. 27,

2024), 89 FR 97092 (Dec. 6, 2024).

\13\ See Section IV(a) of 24X US Holdco LLC Agreement.

\14\ See, e.g., Sections 6.1 and 8.1 of the Exchange LLC

Agreement.

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As noted above, 24X Bermuda Holdco's proportionate ownership of 24X

US Holdco will be reduced by approximately 0.78% as a result of the

Transaction, from 84.41% to approximately 83.75%. Accordingly, 24X

Bermuda Holdco will continue to own its ownership interest in 24X US

Holdco pursuant to the existing exceptions to the ownership and

limitation provisions in 24X US Holdco. Correspondingly, Shinhan would

own about 7.82% of 24X US Holdco, and Rakuten would own about 8.43% of

24X US Holdco. Accordingly, neither Shinhan nor Rakuten would exceed

any ownership or voting limitations applicable to the Members set forth

in the 24X US Holdco LLC Agreement after giving effect to the

Transaction and the proposed amendments to the 24X US Holdco LLC

Agreement.

B. Self-Regulatory Organization's Statement on Burden on Competition

The Exchange does not believe that the proposed rule change will

impose any burden on competition that is not necessary or appropriate

in furtherance of the purposes of the Exchange Act. The Exchange

believes that the proposed rule change regarding the Transaction will

enhance the diversity of ownership of the Exchange. Upon the issuance

of the Voting Common Units pursuant to the Transaction, the ownership

of 24X US Holdco will be distributed among more holders. In addition,

the Exchange believes that, by providing the additional funding for the

Exchange, the Transaction will allow for enhanced competition in the

equities markets.

C. Self-Regulatory Organization's Statement on Comments on the Proposed

Rule Change Received From Members, Participants, or Others

No written comments were solicited or received with respect to the

proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for

Commission Action

Because the foregoing proposed rule change does not: (i)

significantly affect the protection of investors or the public

interest; (ii) impose any significant burden on competition; and (iii)

become operative for 30 days from the date on which it was filed, or

such shorter time as the Commission may designate, it has become

effective pursuant to Section 19(b)(3)(A) of the Act \15\ and Rule 19b-

4(f)(6) \16\ thereunder.

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\15\ 15 U.S.C. 78s(b)(3)(A).

\16\ 17 CFR 240.19b-4. In addition, Rule 19b-4(f)(6) requires a

self-regulatory organization to give the Commission written notice

of its intent to file the proposed rule change, along with a brief

description and text of the proposed rule change, at least five

business days prior to the date of filing of the proposed rule

change, or such shorter time as designated by the Commission. The

Exchange has satisfied this requirement.

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A proposed rule change filed under Rule 19b-4(f)(6) \17\ normally

does not become operative prior to 30 days after the date of the

filing. However, pursuant to Rule 19b4(f)(6)(iii),\18\ the Commission

may designate a shorter time if such action is consistent with the

protection of investors and the public interest. The Exchange requests

that the Commission waive the 30-day operative delay so that the

proposal may become operative immediately upon filing. The Exchange

states that waiver of the operative delay would permit the Exchange to

amend the Holdco LLC Agreement to allow for the Voting Common Units in

order to facilitate the closing of the Transaction. The Exchange also

states that waiver of the 30-day operative delay would allow the

Transaction to move forward, thereby allowing additional funding to 24X

US Holdco and its subsidiary, the Exchange. For these reasons, and

because the proposal raises no new or novel legal or regulatory issues,

the Commission finds that waiver of the 30-day operative delay is

consistent with the protection of investors and the public interest.

Accordingly, the Commission waives the 30-day operative delay and

designates the proposed rule change to be operative upon filing.\19\

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\17\ 17 CFR 240.19b-4(f)(6).

\18\ 17 CFR 240.19b-4(f)(6)(iii).

\19\ For purposes only of waiving the 30-day operative delay,

the Commission also has considered the proposed rule's impact on

efficiency, competition, and capital formation. See 15 U.S.C.

78c(f).

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At any time within 60 days of the filing of the proposed rule

change, the Commission summarily may temporarily suspend such rule

change if it appears to the Commission that such action is necessary or

appropriate in the public interest, for the protection of investors, or

otherwise in furtherance of the purposes of the Act. If the Commission

takes such action, the Commission shall institute proceedings to

determine whether the proposed rule change should be approved or

disapproved.

IV. Solicitation of Comments

Interested persons are invited to submit written data, views, and

arguments concerning the foregoing, including whether the proposed rule

change is consistent with the Act. Comments may be submitted by any of

the following methods:

Electronic Comments

Use the Commission's internet comment form ( https://www.sec.gov/rules/sro.shtml ); or

Send an email to [email protected] . Please include

file number SR-24X-2026-18 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 SR-24X-2026-18. 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/sro.shtml ). Copies of the filing will be available for inspection and

copying at the principal office of the Exchange. 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 SR-24X-2026-18 and should be submitted on

or before June 25, 2026.

[[Page 33839]]

For the Commission, by the Division of Trading and Markets,

pursuant to delegated authority.\20\

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\20\ 17 CFR 200.30-3(a)(12).

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Sherry R. Haywood,

Assistant Secretary.

[FR Doc. 2026-11146 Filed 6-3-26; 8:45 am]

BILLING CODE 8011-01-P