6. Proposed Market Structure and AMM Trading

6. Proposed Market Structure and AMM Trading

NYALTX intends to assess three potentially complementary pathways: (A) partnership with an existing SEC-registered broker-dealer and, where relevant, FINRA-member ATS operator; (B) acquisition or establishment of a registered broker-dealer and possible ATS operation subject to applicable approvals and rules; and (C) development or partnership with a qualifying TSV operating under the September 17 conditional exemption. No path should be treated as automatic or interchangeable.

The proposed AMM would be permissioned, with participant eligibility checks, tokenized-stock qualification, liquidity provider controls, auditable smart contracts, market surveillance, transaction records, incident response and halt propagation. The precise architecture—custody, settlement, cash leg, stablecoin use, pricing controls and on/off-chain reconciliation—would be designed with securities counsel and authorized market participants.

Target transaction lifecycle — conceptual

• An issuer and its advisers establish legally valid securities rights and recordkeeping arrangements.
• Governa or its authorized partners support token issuance and governance administration.
• NYALTX publishes verified discovery and disclosure information without implying exchange listing approval.
• Eligible participants access an authorized trading venue or qualifying TSV.
• A permissioned AMM facilitates permitted transactions, with surveillance, records, settlement and transfer controls.