Sep. 18, 2026
Vanessa A. Countryman, Secretary Securities and Exchange Commission 100 F Street NE Washington, DC 20549-1090 Re: File No. 4-927; Release No. 34-106402 Innovation Exemption to Facilitate the Trading of Tokenized NMS Stock Press Release No. 2026-90 (Sept. 17, 2026) From: Cody Leonard <cleonard2341@gmail.com> Date: September 18, 2026 This restates and dockets under File No. 4-927 the public comment emailed yesterday (September 17, 2026) from this address regarding the Innovation Exemption. It is not legal advice and not an application to operate a Tokenized Securities Venue. I. What I built I implemented a working policy engine (“Clearshare”) that a Tokenized Securities Venue can call before a symbol is added to a permissioned AMM book. The engine encodes conditions described in the September 17 order: 1. Only tokenized NMS stock with the same dividend, voting, and class privileges as the traditional share. Synthetics and price-trackers fail. 2. The venue must be a U.S. person, OFAC-compliant, permissioned, and running public, auditable contracts on a public permissionless ledger. 3. Unaffiliated third-party tokens cannot list on a client-supplied “notice: cleared” flag. Notice state lives in a server inbox. The issuer has a 30-day window and a signed veto. 4. A passing decision mints a SHA-256 attestation. A failing decision mints nothing. 5. A listed symbol is pinned to an append-only hash chain so the receipt cannot be silently rewritten in the prototype store. The prototype is test-backed. It does not custody shares, does not run an AMM, and does not trade a live NMS symbol. II. Comments A. Keep the same-rights line. Make it machine-checkable. Recommendation: require each TSV listing to publish a structured attestation covering dividend rights, voting rights, same-class privileges, tokenizer kind, and notice/veto state. B. Do not let the TSV be the system of record for issuer notice. Recommendation: issuer notice and objection must be verifiable by a party other than the listing TSV. C. Publish symbol and volume caps as data, not only as a condition. Recommendation: require periodic public data on listed symbols, notional versus cap, halt state versus the primary listing exchange, and the attestation hash for each listed token. D. Treat the exemption as a listing gate, not a new security. Software should fail closed if rights, notice, venue, or halt alignment cannot be shown. E. Do not expand the exemption to synthetics. Offshore tracker tokens are a different product. III. What I am not asking for Exchange registration relief, dealer relief, or a staff position that running this software satisfies the order. IV. Offer If Trading and Markets wants a draft schema for same-rights attestations, issuer-notice records, and cap/halt publication, the prototype JSON is available as a starting point. Respectfully submitted, Cody Leonard [REDACTED] September 18, 2026