SEC Division of Corporation Finance no-action letter: Virtu Americas LLC

December 2, 2025
David S. Huntington
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
Re: Virtu Americas LLC
Request for Waiver of Disqualification Pursuant to Rule 506(d)(2)(ii) of Regulation D Dear David S. Huntington:
This is in response to your letter dated November 21, 2025 (“Waiver Letter”), written on behalf of Virtu Americas LLC (“Virtu”), requesting a waiver of the disqualification arising under Rule 506 of Regulation D of the Securities Act of 1933 as a result of entry of a settlement and final judgment (the “Judgment”) against Virtu on December 2, 2025 in the United States District Court for the Southern District of New York relating to the complaint filed by the Commission on September 12, 2023 against Virtu and Virtu Financial Inc., in SEC v. Virtu, et al., (No. 1:23-cv-08072-JGK). Based on the facts and representations set forth in the Waiver Letter, we have determined that Virtu has made a showing of good cause under Rule 506(d)(2)(ii) that it is not necessary under the circumstances to deny it reliance on Rule 506 by reason of the entry of the Judgment. Any different facts from those represented or Virtu’s failure to comply with the Judgment would require us to revisit our determination that good cause has been shown and could constitute grounds to revoke or further condition the waiver. The Commission reserves the right, in its sole discretion, to revoke or further condition this waiver under those circumstances. For the Commission, by the Division of Corporation Finance, pursuant to delegated authority. Sincerely, /s/ M. Hughes Bates M. Hughes Bates Chief, Office of Enforcement Liaison Division of Corporation Finance