As filed with the Securities and Exchange Commission on December 31, 2025
THIS DOCUMENT IS A TECHNICAL ILLUSTRATION OF HOW CERTAIN DISCLOSURES IN SEC FILINGS ARE TO BE TAGGED. IT DOES NOT INDICATE WHICH PARTICULAR DISCLOSURES MUST BE INCLUDED AND/OR TAGGED IN COMMISSION FILINGS, AND IT DOES NOT CONSTITUTE LEGAL GUIDANCE OF ANY SORT.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Exhibit
I of Form 1 (
(name of registrant)
100 F St. NE
Washington, DC 20549
For the latest fiscal year of the exchange, audited financial statements which are prepared in accordance with, or in the case of a foreign exchange, reconciled with, United States generally accepted accounting principles, and are covered by a report prepared by an independent public accountant.
If an exchange has no consolidated subsidiaries, it shall file audited financial statements under Exhibit I alone and need not file a separate unaudited financial statement for the exchange under Exhibit D.
TST (the “Exchange”) has been formed but has not commenced operations and does not yet have audited financial statements for any fiscal year. If the Commission approves the Exchange’s Form 1 Application for Registration as a National Securities Exchange, TST Holdings, as the controlling owner of the membership interests in the Exchange, will allocate sufficient assets to the Exchange to enable its operation.
In particular, TST Holdings shall make prior to the launch of the Exchange a cash contribution to the Exchange of $8 million, in addition to any previously-provided in-kind contributions, such as legal, regulatory, and infrastructure-related services. The Exchange represents that such cash and in-kind contributions will be adequate to operate the Exchange, including the regulation of the Exchange.
In addition, the Exchange represents that there will be a written agreement between the Exchange and TST Holdings that requires TST Holdings to provide adequate funding for the Exchange’s operations, including the regulation of the Exchange. This agreement will provide that the Exchange receive all fees, including regulatory fees and trading fees, payable by the Exchange’s Members, as well as any funds received from any applicable market data fees and tape revenue. The agreement further will provide that TST Holdings will reimburse the Exchange for its costs and expenses to the extent the Exchange’s assets are insufficient to meets its costs and expenses. Excess non-regulatory funds, as solely determined by the Exchange, will be remitted to TST Holdings in accordance with the Exchange Agreement.
The Exchange will provide pro-forma financial statements to the Commission prior to final Commission action on the Exchange’s Form 1 Application for Registration as a National Securities Exchange. Interim financial statements of TST Holdings, which have been provided to the Commission in Exhibit D, include the funds that will be used to provide the cash contribution to the Exchange.