| Filer CIK | 0001915842 |
| Filer CCC |
**********
|
| Is this a LIVE or TEST Filing? |  LIVE
TEST
|
| Would you like a Return Copy? |  |
Submission Contact Information | |
| Name | |
| Phone | |
| E-Mail Address | |
| Notify via Filing Website only? |  |
| Notification E-mail Address |
FORM SBSE
Uniform Application for Security-based Swap Dealer and
Date: SEC Filer No: |
|
| A. Full name of the applicant: | Nearwater Capital Markets, Ltd |
| B. Tax Identification No.: | 98-1607067 |
Applicant's UIC # (if any): | |
Applicant's CIK #: | 0001915842 |
| C (1). The business name under which the applicant primarily conducts business, if different from 1A. | |
(2). List on Schedule D, Page 1, Section I any other name by which the applicant conducts business and where it is used. | |
| D. If this filing makes a name change on behalf of an applicant, enter the new name and specify whether the change is to the applicant's name (1A) or to the business name (1C): | Applicant's name (1A)
Business name (1C)
|
| Please check above. | |
Name: | |
| E. Applicant's Main Address: (Do not use a P.O. Box) | |
Street Address 1: | FLEMING COURT, FLEMING'S PLACE |
Street Address 2: | 3RD FLOOR |
City: | DUBLIN 4, DUBLIN |
State/Province/Country: |
IRELAND
|
Zip/ Postal Code: | 00000 |
Other business locations must be reported on Schedule E. Security-based swap dealers and major security-based swap participants that do not reside in the United States of America shall designate a U.S. agent for service of process on Schedule F.
| F. Mailing Address, if different: | |
Street Address 1: | ONE VANDERBILT AVE. |
Street Address 2: | 33RD FL. |
City: | NEW YORK |
State/Province/Country: |
NEW YORK
|
Zip/ Postal Code: | 10017 |
| G. Business Telephone Number: | 2127749000 |
| H. Website/URL: | |
| I. Contact Employee: | |
Prefix: | |
First Name: | Ursula |
Middle Name: | |
Last Name: | Clay |
Suffix: | |
Title: | Chief Compliance Officer |
Phone: | 212-774-9470 |
Email Address: | ursula.clay@nwcmltd.com |
| J. Chief Compliance Officer designated by the applicant in accordance with Exchange Act Section 15F(k): | |
Prefix: | |
First Name: | Ursula |
Middle Name: | |
Last Name: | Clay |
Suffix: | |
Title: | Chief Compliance Officer |
Phone: | 212-774-9470 |
E-Mail Address: | ursula.clay@nwcmltd.com |
EXECUTION:
The applicant consents that service of any civil action brought by or notice of any proceeding
before the Securities and Exchange Commission in connection with the applicant's security-based
swap activities, unless the applicant is a nonresident SBS Entity, may be given by registered or
certified mail or confirmed telegram to the applicant's contact employee at the main address, or
mailing address if different, given in Items 1E and 1F. If the applicant is a nonresident SBS Entity,
it must complete Schedule F to designate a U.S. agent for service of process. The undersigned certifies
that he/she has executed this form on behalf of, and with the authority of, said applicant. The undersigned
and applicant represent that the information and statements contained herein, including schedules attached
hereto, and other information filed herewith are current, true and complete. The undersigned and applicant
further represent that to the extent any information previously submitted is not amended such information
is currently accurate and complete.
| Date | 06-24-2025 |
| Name of Applicant | Nearwater Capital Markets, Ltd |
| By: Signature | Ursula Clay |
| Name of Person Signing on Applicant's behalf | Ursula Clay |
| Title of Person Signing on Applicant's behalf | Chief Compliance Officer |
FORM SBSE
Applicant Name: Nearwater Capital Markets, Ltd
Uniform Application for Security-based Swap Dealer and
Major Security-based Swap Participation Registration
Date: SEC Filer No:
| A. The applicant is registering as a security-based swap dealer: |  Yes
No
|
| B. The applicant is registering as a major security-based swap participant: | Yes
No
|
| A. Is the applicant a foreign security-based swap dealer that intends to: | |
| Yes
No
|
| Yes
No
|
| with respect to the requirements of Section 15F of the Exchange Act of 1934 and the rules and regulations thereunder? |
| Does the applicant intend to compute capital or margin, or price customer or proprietary positions, using mathematical models? | Yes
No
|
| Is the applicant subject to regulation by a prudential regulator, as defined in Section 1a(39) of the Commodity Exchange Act. | Yes
No
|
| Is the applicant a U.S. branch of a non-resident entity? | Yes
No
|
| Briefly describe the applicant's business: | Nearwater Capital Markets, Limited provides security-based swap dealer counterparties exposure to securities via total return swap transactions, by: (i) entering into short total return swap transactions with counterparties who are registered as security-based swap dealers, and (ii) acquiring relevant securities underlying each total return swap via open market transactions to fully hedge Nearwater's market risk and create a delta neutral position. In entering into such transactions, Nearwater Capital Markets, Limited earns a fee. |
| A. Indicate legal status of the applicant: | Corporation Partnership Limited Liability Company Other (specify)
|
If "Other", please specify | Private co. limited by shares |
| B. Month applicant's fiscal year ends: | January February March April May June July August September October November December
|
| C. Indicate date and place applicant obtained its legal status (i.e., state or country where incorporated, where partnership agreement was filed, or where applicant entity was formed): | |
State of formation: | |
Country of formation: |
IRELAND
|
Date of formation: | 04-21-2021 |
Schedule A and, if applicable, Schedule B must be completed as part of all initial applications.
| Is the applicant at the time of this filing succeeding to the business of a currently registered SBS Entity? | Yes
No
|
If "Yes," complete appropriate items on Schedule D, Page 1, Section III.
| Does the applicant hold or maintain any funds or securities to collateralize counterparty Transactions? | Yes
No
|
FORM SBSE
Applicant Name: Nearwater Capital Markets, Ltd
Uniform Application for Security-based Swap Dealer and
Major Security-based Swap Participation Registration
Date: SEC Filer No:
| Does the applicant have any arrangement: | |
| A. With any other person, firm, or organization under which any books or records of the applicant are kept, maintained, or audited by such other person, firm or organization? | Yes
No
|
| B. Under which any other person, firm or organization executes, trades, custodies, clears or settles on behalf of the applicant (including any SRO or swap execution facility in which the applicant is a member)? | Yes
No
|
If "Yes" to any part of Item 11, complete appropriate items on Schedule D, Page 1, Section IV.
| Does any person directly or indirectly: | |
| A. Control the management or policies of the applicant through agreement or otherwise? | Yes
No
|
|
B. Wholly or partially finance the business of the applicant? Do not answer "Yes" to 12B if the person finances the business of the applicant through: 1) a public offering of securities made pursuant to the Securities Act of 1933; or 2) credit extended in the ordinary course of business by suppliers, banks, and others. | Yes
No
|
If "Yes" to any part of Item 12, complete appropriate items on Schedule D, Page 1, Section IV.
| A. Directly or indirectly, does the applicant control, is the applicant controlled by, or is the applicant under common control with, any partnership, corporation, or other organization that is engaged in the securities or investment advisory business? | Yes
No
|
If "Yes" to item 13A, complete appropriate items on Schedule D, Page 2, Section V.
| B. Directly or indirectly, is applicant controlled by any bank holding company or does applicant control, is applicant controlled by, or is applicant under common control with any bank (as defined in 15 U.S.C.78c(a)(6)) or any foreign bank? | Yes
No
|
If "Yes" to item 13B, complete appropriate items on Schedule D, Page 3, Section VI.
| Use the appropriate DRP for providing details to "yes" answers to the questions in Item 14. Refer to the Explanation of Terms section of Form SBSE Instructions for explanations of italicized terms. |
| A. In the past ten years has the applicant or a control affiliate: | |
(1) Been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign or military court to any felony? | Yes
No
|
(2) Been charged with a felony? | Yes
No
|
| B. In the past ten years has the applicant or a control affiliate: | |
(1) Been convicted of or pled guilty or or nolo contendere ("no contest") in a domestic, foreign or military court to a misdemeanor involving: investments or an investment-related business, or any fraud, false statements or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses? | Yes
No
|
(2) Been charged with a misdemeanor specified in 14B(1)? | Yes
No
|
FORM SBSE
Applicant Name: Nearwater Capital Markets, Ltd
Uniform Application for Security-based Swap Dealer and
Major Security-based Swap Participation Registration
Date: SEC Filer No:
| C. Has the U.S. Securities and Exchange Commission or the Commodity Futures Trading Commission ever: | |
(1) Found the applicant or a control affiliate to have made a false statement or omission? | Yes
No
|
(2) Found the applicant or a control affiliate to have been involved in a violation of its regulations or statutes? | Yes
No
|
(3) Found the applicant or a control affiliate to have been a cause of an investment-related business having its authorization to do business denied, revoked, or restricted? | Yes
No
|
(4) Entered an order against the applicant or a control affiliate in connection with investment-related activity? | Yes
No
|
(5) Imposed a civil money penalty on the applicant or a control affiliate, or ordered the applicant or a control affiliate to cease and desist from any activity? | Yes
No
|
| D. Has any other federal regulatory agency, state regulatory agency, or foreign financial regulatory authority: | |
(1) Ever found the applicant or a control affiliate to have made a false statement or omission or been dishonest, unfair, or unethical? | Yes
No
|
(2) Ever found the applicant or a control affiliate to have been involved in a violation of investment-related regulations or statutes? | Yes
No
|
(3) Ever found the applicant or a control affiliate to have been a cause of an investment-related business having its authorization to do business denied, revoked, or restricted? | Yes
No
|
(4) In the past ten years, entered an order against the applicant or a control affiliate in connection with an investment-related activity? | Yes
No
|
(5) Ever denied, suspended, or revoked the applicant’s or a control affiliate’s registration or license or otherwise, by order, prevented it from associating with an investment-related business or restricted its activities? | Yes
No
|
| E. Has any self-regulatory organization: | |
(1) found the applicant or a control affiliate to have made a false statement or omission? | Yes
No
|
(2) found the applicant or a control affiliate to have been involved in a violation of its rules (other than a violation designated as a "minor rule violation" under a plan approved by the U.S. Securities and exchange Commission)? | Yes
No
|
(3) found the applicant or a control affiliate to have been the cause of an investment-related business having its authorization to do business denied, suspended, revoked or restricted? | Yes
No
|
(4) Disciplined the applicant or a control affiliate by expelling or suspending it from membership, barring or suspending its association with other members, or otherwise restricting its activities? | Yes
No
|
| F. Has the applicant's or a control affiliate's authorization to act as an attorney, accountant, or federal contractor ever been revoked or suspended? | Yes
No
|
| G. Is the applicant or a control affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part of 14C, D, or E? | Yes
No
|
| H. (1) Has any domestic or foreign civil judicial court: | |
(a) In the past ten years, enjoined the applicant or a control affiliate in connection with any investment-related activity? | Yes
No
|
(b) Ever found that the applicant or a control affiliate was involved in a violation of investment-related statutes or regulations? | Yes
No
|
(c) Ever dismissed, pursuant to a settlement agreement, an investment-related civil judicial action brought against the applicant or control affiliate by a state or foreign financial regulatory authority? | Yes
No
|
(2) Is the applicant or a control affiliate now the subject of any civil judicial proceeding that could result in a "yes" answer to any part of 14H(1)? | Yes
No
|
FORM SBSE
Applicant Name: Nearwater Capital Markets, Ltd
Uniform Application for Security-based Swap Dealer and
Major Security-based Swap Participation Registration
Date: SEC Filer No:
| I. In the past ten years has the applicant or a control affiliate ever been a securities firm or a futures firm, or a control affiliate of a securities firm or a futures firm that: | |
(1) Has been the subject of a bankruptcy petition? | Yes
No
|
(2) Has had a trustee appointed or a direct payment procedure initiated under the Securities Investor Protection Act? | Yes
No
|
| Is the applicant registered with the Commission as an investment adviser or municipal securities advisor or with the CFTC as a commodity trading adviser? | Yes
No
|
If "yes," provide all unique identification numbers assigned to the firm relating to this business on Schedule D, Page 1, Section II.
| A. Does applicant effect transactions in commodity futures, commodities or commodity options as a broker for others or as a dealer for its own account? | Yes
No
|
If "yes," provide all unique identification numbers assigned to the firm relating to this business on Schedule D, Page 1, Section II.
| B. Does applicant engage in any other investment-related, non-securities business? | Yes
No
|
If "yes," provide all unique identification numbers assigned to the firm relating to this business and describe each other business briefly on Schedule D, Page 1, Section II.
| Is the applicant registered with a foreign financial regulatory authority? | Yes
No
|
If "yes," list all such registrations on Schedule F, Page 1, Section II.
FORM SBSE
Applicant Name: Nearwater Capital Markets, Ltd
Uniform Application for Security-based Swap Dealer and
Major Security-based Swap Participation Registration
Date: SEC Filer No:
Yes
No
FULL LEGAL NAME | Nearwater Capital Manager, Limited |
| Domestic Entity/Foreign Entity (entity organized, incorporated, or domiciled in a foreign country)/Individual: | DE (Domestic Entity)
FE (Foreign Entity)
I (Individual)
|
| Title or Status | Shareholder |
| Date Title or Status Acquired(MM/YYYY) | 12/2021 |
| Ownership Code | NA-less than 5% A-5% but less than 10% B-10% but less than 25% C-25% but less than 50% D-50% but less than 75% E-75% or more
|
| Control Person | Yes
No
|
| PR | PR
|
| CRD No | |
| IARD No | |
| Foreign business No. | |
| IRS Tax No. | 98-1618260 |
| UIC, if any | |
| For individuals not presently registered through CRD or IARD, describe prior investment-related experience (e.g., for each prior position - employer, job title, and dates of service): |
| Domestic Entity/Foreign Entity (entity organized, incorporated, or domiciled in a foreign country)/Individual: | DE (Domestic Entity)
FE (Foreign Entity)
I (Individual)
|
| Title or Status | Senior Officer |
| Date Title or Status Acquired(MM/YYYY) | 10/2022 |
| Ownership Code | NA-less than 5% A-5% but less than 10% B-10% but less than 25% C-25% but less than 50% D-50% but less than 75% E-75% or more
|
| Control Person | Yes
No
|
| PR | PR
|
| CRD No | 004273742 |
| IARD No | |
| Foreign business No. | |
| IRS Tax No. | |
| UIC, if any | |
| For individuals not presently registered through CRD or IARD, describe prior investment-related experience (e.g., for each prior position - employer, job title, and dates of service): | Before joining Nearwater in 2022, Mr. Bertoldo served as Head of Equity Finance, Delta one and Equity Swaps since 2019 at Mizuho Securities USA. Prior to Mizuho, Mr. Bertoldo spent 18 years at Credit Suisse, most recently as co-head of the Americas Delta One and Equity Swaps business. Mr. Bertoldo began his career as a Commercial Bank Analyst at the Federal Reserve Bank of New York. |
| Domestic Entity/Foreign Entity (entity organized, incorporated, or domiciled in a foreign country)/Individual: | DE (Domestic Entity)
FE (Foreign Entity)
I (Individual)
|
| Title or Status | General Counsel |
| Date Title or Status Acquired(MM/YYYY) | 04/2021 |
| Ownership Code | NA-less than 5% A-5% but less than 10% B-10% but less than 25% C-25% but less than 50% D-50% but less than 75% E-75% or more
|
| Control Person | Yes
No
|
| PR | PR
|
| CRD No | |
| IARD No | |
| Foreign business No. | |
| IRS Tax No. | |
| UIC, if any | |
| For individuals not presently registered through CRD or IARD, describe prior investment-related experience (e.g., for each prior position - employer, job title, and dates of service): | Before joining Nearwater, Mr. Kimmel served as Deputy General Counsel at Guggenheim Securities from 2017 to 2020. Prior to that role, he was a Managing Director and Legal Head for the Fixed Income businesses at Barclays Capital from 2008 through 2017, and at Lehman Brothers from 1993 through 2008. |
| Domestic Entity/Foreign Entity (entity organized, incorporated, or domiciled in a foreign country)/Individual: | DE (Domestic Entity)
FE (Foreign Entity)
I (Individual)
|
| Title or Status | Chief Financial Officer |
| Date Title or Status Acquired(MM/YYYY) | 10/2021 |
| Ownership Code | NA-less than 5% A-5% but less than 10% B-10% but less than 25% C-25% but less than 50% D-50% but less than 75% E-75% or more
|
| Control Person | Yes
No
|
| PR | PR
|
| CRD No | |
| IARD No | |
| Foreign business No. | |
| IRS Tax No. | |
| UIC, if any | |
| For individuals not presently registered through CRD or IARD, describe prior investment-related experience (e.g., for each prior position - employer, job title, and dates of service): | Prior to joining Nearwater Mr. Pascuzzi held various senior Controller and Chief Financial Officer roles at Citigroup from 2018 to 2021, JP Morgan from 2014 to 2018, and Morgan Stanley from 2004 to 2014. In addition to having responsibilities for Financial and Regulatory Reporting at these firms, Mr. Pascuzzi was also responsible for advising their Sales and Trading teams on regulatory and capital implications of new business initiatives as well as the impact of new regulatory regimes, such as Swap Dealer and Security Based Swap Dealer regulations. |
| Domestic Entity/Foreign Entity (entity organized, incorporated, or domiciled in a foreign country)/Individual: | DE (Domestic Entity)
FE (Foreign Entity)
I (Individual)
|
| Title or Status | Chair of the Board of Directors |
| Date Title or Status Acquired(MM/YYYY) | 01/2022 |
| Ownership Code | NA-less than 5% A-5% but less than 10% B-10% but less than 25% C-25% but less than 50% D-50% but less than 75% E-75% or more
|
| Control Person | Yes
No
|
| PR | PR
|
| CRD No | |
| IARD No | |
| Foreign business No. | |
| IRS Tax No. | |
| UIC, if any | |
| For individuals not presently registered through CRD or IARD, describe prior investment-related experience (e.g., for each prior position - employer, job title, and dates of service): | Mrs. Saint is a senior banking executive and a dual qualified Solicitor (UK & Ireland). Mrs. Saint was the General Counsel for the BNP SA Group in Ireland from 2000 to 2019, before moving to the role as the Head of Branch in Ireland for BNP Paribas' Securities Services business. Mrs. Saint sat on various boards for the BNP Paribas Group including their Prime Brokerage lending company and the main Irish Holding Company of the Bank (BNP Paribas Ireland.) In 2020, Mrs. Saint was appointed by the Ministry of Finance as a Director of the National Asset Management Agency where she is an Independent Director and sits on both the Credit and Risk Committees and additionally chairs the Remuneration Committee. Mrs. Saint currently serves on the boards of various investment funds and special purpose vehicles. |
| Domestic Entity/Foreign Entity (entity organized, incorporated, or domiciled in a foreign country)/Individual: | DE (Domestic Entity)
FE (Foreign Entity)
I (Individual)
|
| Title or Status | Director |
| Date Title or Status Acquired(MM/YYYY) | 03/2022 |
| Ownership Code | NA-less than 5% A-5% but less than 10% B-10% but less than 25% C-25% but less than 50% D-50% but less than 75% E-75% or more
|
| Control Person | Yes
No
|
| PR | PR
|
| CRD No | |
| IARD No | |
| Foreign business No. | |
| IRS Tax No. | |
| UIC, if any | |
| For individuals not presently registered through CRD or IARD, describe prior investment-related experience (e.g., for each prior position - employer, job title, and dates of service): | Mr. Barnett served as a Deputy Director in the SEC's Division of Markets and Trading from 2015 through 2017, overseeing its Office of Broker-Dealer Finances, Office of Derivatives Policy, Office of Trading Practices, and its Volcker rule team. Mr. Barnett served as the first Director of the CFTC's Division of Swap Dealer and Intermediary Oversight from 2011 through 2014. From 2004 to 2011, Mr. Barnett was a partner at Linklaters LLP and there served as co-head and then head of its US derivatives and structured finance practice. Prior to moving to Linklaters, Mr. Barnett was a partner at Shearman and Sterling LLP and co-head of its structured finance and derivatives group. Since leaving the SEC at the end of 2017, Mr. Barnett has served as an Independent Director on a biotech board, has provided business and regulatory consulting through Fleming Park Global Partners LLC, and is the founder and CEO of Digital Capital Markets, LLC, an SEC registered broker-dealer and FINRA member. |
| Domestic Entity/Foreign Entity (entity organized, incorporated, or domiciled in a foreign country)/Individual: | DE (Domestic Entity)
FE (Foreign Entity)
I (Individual)
|
| Title or Status | Director |
| Date Title or Status Acquired(MM/YYYY) | 04/2022 |
| Ownership Code | NA-less than 5% A-5% but less than 10% B-10% but less than 25% C-25% but less than 50% D-50% but less than 75% E-75% or more
|
| Control Person | Yes
No
|
| PR | PR
|
| CRD No | |
| IARD No | |
| Foreign business No. | |
| IRS Tax No. | |
| UIC, if any | |
| For individuals not presently registered through CRD or IARD, describe prior investment-related experience (e.g., for each prior position - employer, job title, and dates of service): | Mr. Willian is a former partner of Goldman Sachs where he spent 29 years in a variety of roles including Global Head of Fixed Income Sales, Global Head of Prime Services and Global Head STIR sales and trading. He was a member of the firm's Finance Committee, Securities Division Business Practices Committee, and New Products Committee. Since leaving Goldman Sachs, Mr. Willian has served as a Senior Advisor to numerous venture capital and fintech start-up firms. |
| Domestic Entity/Foreign Entity (entity organized, incorporated, or domiciled in a foreign country)/Individual: | DE (Domestic Entity)
FE (Foreign Entity)
I (Individual)
|
| Title or Status | Head of Operations |
| Date Title or Status Acquired(MM/YYYY) | 11/2021 |
| Ownership Code | NA-less than 5% A-5% but less than 10% B-10% but less than 25% C-25% but less than 50% D-50% but less than 75% E-75% or more
|
| Control Person | Yes
No
|
| PR | PR
|
| CRD No | |
| IARD No | |
| Foreign business No. | |
| IRS Tax No. | |
| UIC, if any | |
| For individuals not presently registered through CRD or IARD, describe prior investment-related experience (e.g., for each prior position - employer, job title, and dates of service): | Prior to joining Nearwater, Mr. Clark had over 20 years of operations experience across the Americas, EMEA and APAC. Mr. Clark worked at UBS from 2012 to 2021 as global lead of equity operations and middle office. Prior to UBS, Andrew worked at MF Global from 2010 to 2011 as Head of its Equities Derivatives Middle Office, and at Jeffries & Company and Macquarie Bank in various Operations and Risk Management roles. |
| Domestic Entity/Foreign Entity (entity organized, incorporated, or domiciled in a foreign country)/Individual: | DE (Domestic Entity)
FE (Foreign Entity)
I (Individual)
|
| Title or Status | Chief Compliance Officer |
| Date Title or Status Acquired(MM/YYYY) | 12/2023 |
| Ownership Code | NA-less than 5% A-5% but less than 10% B-10% but less than 25% C-25% but less than 50% D-50% but less than 75% E-75% or more
|
| Control Person | Yes
No
|
| PR | PR
|
| CRD No | |
| IARD No | |
| Foreign business No. | |
| IRS Tax No. | |
| UIC, if any | |
| For individuals not presently registered through CRD or IARD, describe prior investment-related experience (e.g., for each prior position - employer, job title, and dates of service): | Before joining Nearwater, Ms. Clay was the Chief of Staff of Member Supervision at FINRA since April 2019, where she served as regulatory counsel and led its Core Functions teams that included policies/procedures, liaison to the SEC FSIO team, and issued guidance to member firms. Prior to FINRA, she held senior compliance and legal roles for over 25 years at Morgan Stanley, Barclays, Exos Securities, Bressler, Amery & Ross, and managing her own swap dealer consulting business. |
FORM SBSE
Applicant Name: Nearwater Capital Markets, Ltd
Uniform Application for Security-based Swap Dealer and
Major Security-based Swap Participation Registration
Date: SEC Filer No:
| Domestic Entity/Foreign Entity (entity organized, incorporated, or domiciled in a foreign country)/Individual: | DE (Domestic Entity)
FE (Foreign Entity)
I (Individual)
|
| Entity in Which Interest is Owned | Nearwater Capital Manager, Limited |
| Status | Sole Shareholder |
| Date Title or Status Acquired(MM/YYYY) | 05/2021 |
| Ownership Code | C-25% but less than 50% D-50% but less than 75% E-75% or more F-Other General Partners
|
| Control Person | Yes
No
|
| PR | PR
|
| CRD No | |
| IARD No | |
| Foreign business No. | |
| IRS Tax No. | |
| UIC, if any |
FORM SBSE
Applicant Name: Nearwater Capital Markets, Ltd
Uniform Application for Security-based Swap Dealer and
Major Security-based Swap Participation Registration
Date: SEC Filer No:
| This is an INITIAL / AMENDED detail filing for the Form SBSE items checked below: | INITIAL
AMENDED
|
| (Check if Applicable) | Item 1C(2)
|
| List each of the "other" names and the state(s) or country(ies) in which they are used. | |
Name | |
State/Country |
| (Check one) | Item 11A
Item 11B
Item 12A
Item 12B
|
Applicant must complete a separate Schedule D Page 1 for each affirmative response in this section including any multiple responses to any item. Complete the “Effective Date” box with the Month, Day and Year that the arrangement or agreement became effective. When reporting a change or termination of an arrangement, enter the effective date of the change.
| Firm or Organization Name | Microsoft 360 |
SEC File, CRD, NFA, IARD, UIC, foreign business No., and/or CIK Number (if any) | |
| SEC File Number (if any) | |
| CRD (if any) | |
| NFA (if any) | |
| IARD (if any) | |
| UIC (if any) | |
| Foreign business No. (if any) | |
| CIK Number (if any) | |
Business Address (Street, City, State/Country, Zip + 4 Postal Code) | |
| Street Address 1 | One Microsoft Way |
| Street Address 2 | |
| City | Redmond |
| State/Country |
WASHINGTON
|
| Zip + 4 Postal Code | 98052 |
| Effective Date MM DD YYYY | 04-06-2021 |
| Termination Date MM DD YYYY | |
| Briefly describe the nature of the arrangement with respect to books or records (ITEM 11A); the nature of the execution, trading, custody, clearing or settlement arrangement (ITEM 11B);the nature of the control or agreement (ITEM 12A); or the method and amount of financing (ITEM 12B). | Maintains books and records |
| (Check one) | Item 11A
Item 11B
Item 12A
Item 12B
|
Applicant must complete a separate Schedule D Page 1 for each affirmative response in this section including any multiple responses to any item. Complete the “Effective Date” box with the Month, Day and Year that the arrangement or agreement became effective. When reporting a change or termination of an arrangement, enter the effective date of the change.
| Firm or Organization Name | Global Relay Communications Inc. |
SEC File, CRD, NFA, IARD, UIC, foreign business No., and/or CIK Number (if any) | |
| SEC File Number (if any) | |
| CRD (if any) | |
| NFA (if any) | |
| IARD (if any) | |
| UIC (if any) | |
| Foreign business No. (if any) | |
| CIK Number (if any) | |
Business Address (Street, City, State/Country, Zip + 4 Postal Code) | |
| Street Address 1 | 220 Cambie St., |
| Street Address 2 | 2nd Fl |
| City | Vancouver, BC |
| State/Country |
CANADA (FEDERAL LEVEL)
|
| Zip + 4 Postal Code | V6B 2M9 |
| Effective Date MM DD YYYY | 11-18-2021 |
| Termination Date MM DD YYYY | |
| Briefly describe the nature of the arrangement with respect to books or records (ITEM 11A); the nature of the execution, trading, custody, clearing or settlement arrangement (ITEM 11B);the nature of the control or agreement (ITEM 12A); or the method and amount of financing (ITEM 12B). | Maintains books and records regarding electronic communications and evidence of supervision thereof. |
| (Check one) | Item 11A
Item 11B
Item 12A
Item 12B
|
Applicant must complete a separate Schedule D Page 1 for each affirmative response in this section including any multiple responses to any item. Complete the “Effective Date” box with the Month, Day and Year that the arrangement or agreement became effective. When reporting a change or termination of an arrangement, enter the effective date of the change.
| Firm or Organization Name | DBcom Consulting Inc. |
SEC File, CRD, NFA, IARD, UIC, foreign business No., and/or CIK Number (if any) | |
| SEC File Number (if any) | |
| CRD (if any) | |
| NFA (if any) | |
| IARD (if any) | |
| UIC (if any) | |
| Foreign business No. (if any) | |
| CIK Number (if any) | |
Business Address (Street, City, State/Country, Zip + 4 Postal Code) | |
| Street Address 1 | 2 Research Way |
| Street Address 2 | |
| City | Princeton |
| State/Country |
NEW JERSEY
|
| Zip + 4 Postal Code | 08540 |
| Effective Date MM DD YYYY | 09-18-2024 |
| Termination Date MM DD YYYY | |
| Briefly describe the nature of the arrangement with respect to books or records (ITEM 11A); the nature of the execution, trading, custody, clearing or settlement arrangement (ITEM 11B);the nature of the control or agreement (ITEM 12A); or the method and amount of financing (ITEM 12B). | Maintains the firm's books and records with regard to evidence of supervision. |
| (Check one) | Item 11A
Item 11B
Item 12A
Item 12B
|
Applicant must complete a separate Schedule D Page 1 for each affirmative response in this section including any multiple responses to any item. Complete the “Effective Date” box with the Month, Day and Year that the arrangement or agreement became effective. When reporting a change or termination of an arrangement, enter the effective date of the change.
| Firm or Organization Name | US Bank National Association |
SEC File, CRD, NFA, IARD, UIC, foreign business No., and/or CIK Number (if any) | |
| SEC File Number (if any) | |
| CRD (if any) | |
| NFA (if any) | |
| IARD (if any) | |
| UIC (if any) | |
| Foreign business No. (if any) | |
| CIK Number (if any) | |
Business Address (Street, City, State/Country, Zip + 4 Postal Code) | |
| Street Address 1 | 425 Walnut Street |
| Street Address 2 | Attn:Global Fund Custody Support Service |
| City | Cincinnati |
| State/Country |
OHIO
|
| Zip + 4 Postal Code | 45202 |
| Effective Date MM DD YYYY | 04-29-2022 |
| Termination Date MM DD YYYY | |
| Briefly describe the nature of the arrangement with respect to books or records (ITEM 11A); the nature of the execution, trading, custody, clearing or settlement arrangement (ITEM 11B);the nature of the control or agreement (ITEM 12A); or the method and amount of financing (ITEM 12B). | Custody arrangement |
| (Check one) | Item 11A
Item 11B
Item 12A
Item 12B
|
Applicant must complete a separate Schedule D Page 1 for each affirmative response in this section including any multiple responses to any item. Complete the “Effective Date” box with the Month, Day and Year that the arrangement or agreement became effective. When reporting a change or termination of an arrangement, enter the effective date of the change.
| Firm or Organization Name | Bay Crest Partners LLC |
SEC File, CRD, NFA, IARD, UIC, foreign business No., and/or CIK Number (if any) | |
| SEC File Number (if any) | |
| CRD (if any) | 000039944 |
| NFA (if any) | |
| IARD (if any) | |
| UIC (if any) | |
| Foreign business No. (if any) | |
| CIK Number (if any) | |
Business Address (Street, City, State/Country, Zip + 4 Postal Code) | |
| Street Address 1 | 40 Wall Street, 42 Fl |
| Street Address 2 | |
| City | New York |
| State/Country |
NEW YORK
|
| Zip + 4 Postal Code | 10005 |
| Effective Date MM DD YYYY | 03-10-2022 |
| Termination Date MM DD YYYY | |
| Briefly describe the nature of the arrangement with respect to books or records (ITEM 11A); the nature of the execution, trading, custody, clearing or settlement arrangement (ITEM 11B);the nature of the control or agreement (ITEM 12A); or the method and amount of financing (ITEM 12B). | Execution arrangement |
| (Check one) | Item 11A
Item 11B
Item 12A
Item 12B
|
Applicant must complete a separate Schedule D Page 1 for each affirmative response in this section including any multiple responses to any item. Complete the “Effective Date” box with the Month, Day and Year that the arrangement or agreement became effective. When reporting a change or termination of an arrangement, enter the effective date of the change.
| Firm or Organization Name | JP Morgan Securities LLC |
SEC File, CRD, NFA, IARD, UIC, foreign business No., and/or CIK Number (if any) | |
| SEC File Number (if any) | |
| CRD (if any) | 000000079 |
| NFA (if any) | |
| IARD (if any) | |
| UIC (if any) | |
| Foreign business No. (if any) | |
| CIK Number (if any) | |
Business Address (Street, City, State/Country, Zip + 4 Postal Code) | |
| Street Address 1 | 4 New York Plaza |
| Street Address 2 | |
| City | New York |
| State/Country |
NEW YORK
|
| Zip + 4 Postal Code | 10004 |
| Effective Date MM DD YYYY | 10-20-2022 |
| Termination Date MM DD YYYY | |
| Briefly describe the nature of the arrangement with respect to books or records (ITEM 11A); the nature of the execution, trading, custody, clearing or settlement arrangement (ITEM 11B);the nature of the control or agreement (ITEM 12A); or the method and amount of financing (ITEM 12B). | Execution arrangement. |
| (Check one) | Item 11A
Item 11B
Item 12A
Item 12B
|
Applicant must complete a separate Schedule D Page 1 for each affirmative response in this section including any multiple responses to any item. Complete the “Effective Date” box with the Month, Day and Year that the arrangement or agreement became effective. When reporting a change or termination of an arrangement, enter the effective date of the change.
| Firm or Organization Name | Morgan Stanley & Co LLC |
SEC File, CRD, NFA, IARD, UIC, foreign business No., and/or CIK Number (if any) | |
| SEC File Number (if any) | |
| CRD (if any) | 000008209 |
| NFA (if any) | |
| IARD (if any) | |
| UIC (if any) | |
| Foreign business No. (if any) | |
| CIK Number (if any) | |
Business Address (Street, City, State/Country, Zip + 4 Postal Code) | |
| Street Address 1 | 1585 Broadway |
| Street Address 2 | |
| City | New York |
| State/Country |
NEW YORK
|
| Zip + 4 Postal Code | 10036-8293 |
| Effective Date MM DD YYYY | 08-23-2024 |
| Termination Date MM DD YYYY | |
| Briefly describe the nature of the arrangement with respect to books or records (ITEM 11A); the nature of the execution, trading, custody, clearing or settlement arrangement (ITEM 11B);the nature of the control or agreement (ITEM 12A); or the method and amount of financing (ITEM 12B). | Execution arrangement |
| (Check one) | Item 11A
Item 11B
Item 12A
Item 12B
|
Applicant must complete a separate Schedule D Page 1 for each affirmative response in this section including any multiple responses to any item. Complete the “Effective Date” box with the Month, Day and Year that the arrangement or agreement became effective. When reporting a change or termination of an arrangement, enter the effective date of the change.
| Firm or Organization Name | BMO Capital Markets Corp. |
SEC File, CRD, NFA, IARD, UIC, foreign business No., and/or CIK Number (if any) | |
| SEC File Number (if any) | |
| CRD (if any) | 000016686 |
| NFA (if any) | |
| IARD (if any) | |
| UIC (if any) | |
| Foreign business No. (if any) | |
| CIK Number (if any) | |
Business Address (Street, City, State/Country, Zip + 4 Postal Code) | |
| Street Address 1 | 151 West 42nd St. |
| Street Address 2 | |
| City | New York |
| State/Country |
NEW YORK
|
| Zip + 4 Postal Code | 10036 |
| Effective Date MM DD YYYY | 07-10-2024 |
| Termination Date MM DD YYYY | |
| Briefly describe the nature of the arrangement with respect to books or records (ITEM 11A); the nature of the execution, trading, custody, clearing or settlement arrangement (ITEM 11B);the nature of the control or agreement (ITEM 12A); or the method and amount of financing (ITEM 12B). | Execution arrangement |
| (Check one) | Item 11A
Item 11B
Item 12A
Item 12B
|
Applicant must complete a separate Schedule D Page 1 for each affirmative response in this section including any multiple responses to any item. Complete the “Effective Date” box with the Month, Day and Year that the arrangement or agreement became effective. When reporting a change or termination of an arrangement, enter the effective date of the change.
| Firm or Organization Name | Instinet, LLC |
SEC File, CRD, NFA, IARD, UIC, foreign business No., and/or CIK Number (if any) | |
| SEC File Number (if any) | |
| CRD (if any) | 000007897 |
| NFA (if any) | |
| IARD (if any) | |
| UIC (if any) | |
| Foreign business No. (if any) | |
| CIK Number (if any) | |
Business Address (Street, City, State/Country, Zip + 4 Postal Code) | |
| Street Address 1 | 309 West 49th St |
| Street Address 2 | Worldwide Plaza |
| City | New York |
| State/Country |
NEW YORK
|
| Zip + 4 Postal Code | 10019 |
| Effective Date MM DD YYYY | 10-11-2024 |
| Termination Date MM DD YYYY | |
| Briefly describe the nature of the arrangement with respect to books or records (ITEM 11A); the nature of the execution, trading, custody, clearing or settlement arrangement (ITEM 11B);the nature of the control or agreement (ITEM 12A); or the method and amount of financing (ITEM 12B). | Execution arrangement. |
| (Check one) | Item 11A
Item 11B
Item 12A
Item 12B
|
Applicant must complete a separate Schedule D Page 1 for each affirmative response in this section including any multiple responses to any item. Complete the “Effective Date” box with the Month, Day and Year that the arrangement or agreement became effective. When reporting a change or termination of an arrangement, enter the effective date of the change.
| Firm or Organization Name | UBS Securities LLC |
SEC File, CRD, NFA, IARD, UIC, foreign business No., and/or CIK Number (if any) | |
| SEC File Number (if any) | |
| CRD (if any) | 000007654 |
| NFA (if any) | |
| IARD (if any) | |
| UIC (if any) | |
| Foreign business No. (if any) | |
| CIK Number (if any) | |
Business Address (Street, City, State/Country, Zip + 4 Postal Code) | |
| Street Address 1 | 1285 AVENUE OF THE AMERICAS |
| Street Address 2 | |
| City | New York |
| State/Country |
NEW YORK
|
| Zip + 4 Postal Code | 10019 |
| Effective Date MM DD YYYY | 12-09-2024 |
| Termination Date MM DD YYYY | |
| Briefly describe the nature of the arrangement with respect to books or records (ITEM 11A); the nature of the execution, trading, custody, clearing or settlement arrangement (ITEM 11B);the nature of the control or agreement (ITEM 12A); or the method and amount of financing (ITEM 12B). | Execution Agreement |
| (Check one) | Item 11A
Item 11B
Item 12A
Item 12B
|
Applicant must complete a separate Schedule D Page 1 for each affirmative response in this section including any multiple responses to any item. Complete the “Effective Date” box with the Month, Day and Year that the arrangement or agreement became effective. When reporting a change or termination of an arrangement, enter the effective date of the change.
| Firm or Organization Name | GTS Execution Services LLC |
SEC File, CRD, NFA, IARD, UIC, foreign business No., and/or CIK Number (if any) | |
| SEC File Number (if any) | |
| CRD (if any) | 000306364 |
| NFA (if any) | |
| IARD (if any) | |
| UIC (if any) | |
| Foreign business No. (if any) | |
| CIK Number (if any) | |
Business Address (Street, City, State/Country, Zip + 4 Postal Code) | |
| Street Address 1 | 545 Madison Avenue |
| Street Address 2 | 16th FL |
| City | New York |
| State/Country |
NEW YORK
|
| Zip + 4 Postal Code | 10022 |
| Effective Date MM DD YYYY | 03-14-2025 |
| Termination Date MM DD YYYY | |
| Briefly describe the nature of the arrangement with respect to books or records (ITEM 11A); the nature of the execution, trading, custody, clearing or settlement arrangement (ITEM 11B);the nature of the control or agreement (ITEM 12A); or the method and amount of financing (ITEM 12B). | Execution services. |
| (Check one) | Item 11A
Item 11B
Item 12A
Item 12B
|
Applicant must complete a separate Schedule D Page 1 for each affirmative response in this section including any multiple responses to any item. Complete the “Effective Date” box with the Month, Day and Year that the arrangement or agreement became effective. When reporting a change or termination of an arrangement, enter the effective date of the change.
| Firm or Organization Name | Scotia Capital Inc. |
SEC File, CRD, NFA, IARD, UIC, foreign business No., and/or CIK Number (if any) | |
| SEC File Number (if any) | |
| CRD (if any) | 000002739 |
| NFA (if any) | |
| IARD (if any) | |
| UIC (if any) | |
| Foreign business No. (if any) | |
| CIK Number (if any) | |
Business Address (Street, City, State/Country, Zip + 4 Postal Code) | |
| Street Address 1 | 250 Vesey St. |
| Street Address 2 | |
| City | New York |
| State/Country |
NEW YORK
|
| Zip + 4 Postal Code | 10281 |
| Effective Date MM DD YYYY | 05-23-2025 |
| Termination Date MM DD YYYY | |
| Briefly describe the nature of the arrangement with respect to books or records (ITEM 11A); the nature of the execution, trading, custody, clearing or settlement arrangement (ITEM 11B);the nature of the control or agreement (ITEM 12A); or the method and amount of financing (ITEM 12B). | Executing broker arrangement. |
| (Check one) | Item 11A
Item 11B
Item 12A
Item 12B
|
Applicant must complete a separate Schedule D Page 1 for each affirmative response in this section including any multiple responses to any item. Complete the “Effective Date” box with the Month, Day and Year that the arrangement or agreement became effective. When reporting a change or termination of an arrangement, enter the effective date of the change.
| Firm or Organization Name | Nearwater Capital Manager, Limited |
SEC File, CRD, NFA, IARD, UIC, foreign business No., and/or CIK Number (if any) | |
| SEC File Number (if any) | |
| CRD (if any) | |
| NFA (if any) | |
| IARD (if any) | |
| UIC (if any) | |
| Foreign business No. (if any) | 98-1618260 |
| CIK Number (if any) | |
Business Address (Street, City, State/Country, Zip + 4 Postal Code) | |
| Street Address 1 | 3rd Fl, Fleming Court |
| Street Address 2 | Fleming's Place |
| City | Dublin 4, Dublin |
| State/Country |
IRELAND
|
| Zip + 4 Postal Code | 00000 |
| Effective Date MM DD YYYY | 02-22-2022 |
| Termination Date MM DD YYYY | |
| Briefly describe the nature of the arrangement with respect to books or records (ITEM 11A); the nature of the execution, trading, custody, clearing or settlement arrangement (ITEM 11B);the nature of the control or agreement (ITEM 12A); or the method and amount of financing (ITEM 12B). | Controls the management / policies of applicant through service level agreement. |
| (Check one) | Item 11A
Item 11B
Item 12A
Item 12B
|
Applicant must complete a separate Schedule D Page 1 for each affirmative response in this section including any multiple responses to any item. Complete the “Effective Date” box with the Month, Day and Year that the arrangement or agreement became effective. When reporting a change or termination of an arrangement, enter the effective date of the change.
| Firm or Organization Name | Nearwater Capital Manager, Limited |
SEC File, CRD, NFA, IARD, UIC, foreign business No., and/or CIK Number (if any) | |
| SEC File Number (if any) | |
| CRD (if any) | |
| NFA (if any) | |
| IARD (if any) | |
| UIC (if any) | |
| Foreign business No. (if any) | 98-1618260 |
| CIK Number (if any) | |
Business Address (Street, City, State/Country, Zip + 4 Postal Code) | |
| Street Address 1 | 3rd Floor, Fleming Court |
| Street Address 2 | Fleming's Place |
| City | Dublin 4, Dublin |
| State/Country |
IRELAND
|
| Zip + 4 Postal Code | 00000 |
| Effective Date MM DD YYYY | 12-23-2021 |
| Termination Date MM DD YYYY | |
| Briefly describe the nature of the arrangement with respect to books or records (ITEM 11A); the nature of the execution, trading, custody, clearing or settlement arrangement (ITEM 11B);the nature of the control or agreement (ITEM 12A); or the method and amount of financing (ITEM 12B). | Wholly finances the business of applicant |
FORM SBSE
Applicant Name: Nearwater Capital Markets, Ltd
Uniform Application for Security-based Swap Dealer and
Major Security-based Swap Participation Registration
Date: SEC Filer No:
Use this Schedule D Page 2 to report details for Item 13A. Supply details for all partnerships,
corporations, organizations, institutions and individuals necessary to answer each item completely.
Use additional copies of Schedule D Page 2 if necessary.
Use the "Effective Date" box to enter the Month, Day, and Year that the affiliation was effective
or the date of the most recent change in the affiliation.
| This is an INITIAL / AMENDED detail filing for the Form SBSE item 13A | INITIAL
AMENDED
|
| Directly or indirectly, does applicant control, is applicant controlled by, or is applicant under common control with, any partnership, corporation, or other organization that is engaged in the securities or investment advisory business? | 13A
|
FORM SBSE
Applicant Name: Nearwater Capital Markets, Ltd
Uniform Application for Security-based Swap Dealer and
Major Security-based Swap Participation Registration
Date: SEC Filer No:
Use Schedule D Page 3 to report details for Item 13B. Report only new information or
changes/updates to previously submitted details. Do not report previously submitted
information. Supply details for all partnerships, corporations, organizations, institutions
and individuals necessary to answer each item completely. Use additional copies of Schedule
D Page 3 if necessary.
Use the "Effective Date" box to enter the Month, Day, and Year that
the affiliation was effective or the date of the most recent change in the affiliation.
| This is an INITIAL / AMENDED detail filing for the Form SBSE item 13B | INITIAL
AMENDED
|
| Directly or indirectly, is applicant controlled by any bank holding company or does applicant control, is applicant controlled by, or is applicant under common control with any bank (as defined in 15 U.S.C. 78c(a)(6)) or any foreign bank? | 13B
|
FORM SBSE
Applicant Name: Nearwater Capital Markets, Ltd
Uniform Application for Security-based Swap Dealer and
Major Security-based Swap Participation Registration
Date: SEC Filer No:
INSTRUCTIONS
General: Use this schedule to identify other business locations of the applicant.
Repeat Items 1-6 for each other business location. Each item must be completed unless
otherwise noted. Use additional copies of this schedule as necessary.
Specific:
Item 1. Specify only one box. Check “Add” when the applicant is filing the initial notice to
inform the Commission that it has opened another "Delete" when the applicant closes another business
location, and "Amendment" to indicate any other change to previously filed information.
Item 2. Complete this item for all entries. Provide the date that the other business location
was opened (ADD), closed (DELETE), or the effective date of the change (AMENDMENT).
Item 3. Complete this item for all entries. A physical location must be included;
post office box designations alone are not sufficient.
Item 4. Complete this item only when the applicant changes the address
of an existing other business location.
Item 5. If the other business location occupies or shares space on premises within a
bank, or other financial institution, enter the name of the institution in the space provided.
Item 6. Complete this item for all entries. Enter the name of the associated person
who is responsible for the operations of, and is physically at, this location.
| 1. Check only one box: | Add
Delete
Amendment
|
| 2. Effective Date: | 02-28-2022 |
| 3. Street Address 1: | One Vanderbilt Avenue |
Street Address 2: | 33rd Fl. |
City: | New York |
State/Country: |
NEW YORK
|
Zip + 4 Postal Code: | 10017 |
| 4. New Street Address 1: | |
New Street Address 2: | |
New City: | |
New State/Country: | |
New Zip + 4 Postal Code: | |
| Institution Name: | Nearwater Capital Markets, Limited |
| Responsible Associated Person: | James Peterson |
| 1. Check only one box: | Add
Delete
Amendment
|
| 2. Effective Date: | 06-24-2024 |
| 3. Street Address 1: | 139 A New Bond Street |
Street Address 2: | |
City: | London |
State/Country: |
UNITED KINGDOM
|
Zip + 4 Postal Code: | W1S2TN |
| 4. New Street Address 1: | |
New Street Address 2: | |
New City: | |
New State/Country: | |
New Zip + 4 Postal Code: | |
| Institution Name: | Nearwater Capital |
| Responsible Associated Person: | Mussayab Shamsi Abbas |
FORM SBSE
Applicant Name: Nearwater Capital Markets, Ltd
Uniform Application for Security-based Swap Dealer and
Major Security-based Swap Participation Registration
Date: SEC Filer No:
Each nonresident security-based swap dealer and non-resident security-based swap participant shall use Section I to identify
its United States agent for service of process and the certify that it can as a matter of law, and will -
(1) provide the Commission with prompt access to its books and records, and
(2) submit to onsite inspection and examination by the Commission.
| A. Name of United States person applicant designates and appoints as agent for service of process | |
Name | Nearwater Management, LLC |
| B. Address of United States person applicant designates and appoints as agent for service of process | |
Street Address 1 | One Vanderbilt Avenue, 33rd Fl |
Street Address 2 | |
City | New York |
State/Country |
NEW YORK
|
Zip/Postal Code | 10017 |
The above identified agent for service of process may be served any process, pleadings, subpoenas, or other papers in
(a) any investigation or administrative proceeding conducted by the Commission that relates to the applicant or about which the
applicant may have information; and
(b) any civil or criminal suit or action or proceeding brought against the applicant or to which the applicant has been joined as
defendant or respondent, in any appropriate court in any place subject to the jurisdiction of any state or of the United States or of
any of its territories or possessions or of the District of Columbia, to enforce the Exchange Act. The applicant has stipulated and
agreed that any such suit, action or administrative proceeding may be commenced by the service of process upon, and that
service of an administrative subpoena shall be effected by service upon the above-named Agent for Service of Process, and that
service as aforesaid shall be taken and held in all courts and administrative tribunals to be valid and binding as if personal
service thereof had been made.
Applicant can as a matter of law, and will;
(1) provide the Commission with prompt access to its books and records, and
(2) submit to onsite inspection and examination by the Commission.
Applicant must attach to this Form SBSE a copy of the opinion of counsel it is required to obtain in accordance with
paragraph (c)(1)(ii) or (c)(2) of Exchange Act Rule 15Fb2-4, as appropriate [paragraphs (c)(1)(ii) or (c)(2) of 17 CFR
240. 15Fb2-4]
| Signature: | James Peterson |
| Name: | James Peterson |
| Title: | Chief Executive Officer / Director |
| Date: | 07-13-2022 |
Complete this Section for Registration with Foreign Financial Regulatory Authorities relating to ITEM 17. Each security based swap dealer and major security-based swap participant that is registered with a foreign financial regulatory authority must list on Section II this Schedule F, for each foreign financial regulatory authority with which it is registered, the following information:
| English Name of Foreign Financial Regulatory Authority | N/A |
| Foreign Registration No. (if any) | |
| English Name of Country: |
If applicant has more than 3 Foreign Financial Regulatory Authorities to report, complete additional Schedule F Page 1s.