SEC Division of Trading and Markets no-action letter: Securities Industry and Financial Markets Association

DIVl510N 01"'
TRADING AND MARKETS
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
June 10, 2026
Kevin Zambrowicz
Deputy General Counsel (Institutional) & Managing Director Securities Industry and Financial Markets Association ("SIFMA") 140 Broadway, 35 th Floor New York, NY 10005 Re:
Dear Mr. Zambrowicz:
Rule 15c3-3 Customer Reserve Treatment of Customer Funds Received for Settlement of SpaceX !PO-Related Credits This responds to your letter dated June 8, 2026 ("Letter") in which you request that the staff of the Division of Trading and Markets ("Staff') confirm that it would not recommend enforcement action under paragraph (e)(3)(i) of Rule 15c3-3 to the Securities and Exchange Commission ("Commission") if a carrying broker-dealer reduces the amount of the required customer reserve deposit by the amount of customer cash received or which is otherwise on deposit at the carrying broker-dealer to purchase shares of Space Exploration Technologies Corporation ("SpaceX") on the day of its initial public offering ("SpaceX !PO-Related Funding Credits") under the following certain circumstances: 1
1. The cash is received from customers or is otherwise on deposit at the broker-dealer
for the purpose of funding purchases of SpaceX shares purchased on the day of the SpaceX IPO;
2. The broker-dealer has a reasonable basis to conclude, as of the day of the SpaceX
IPO, that the funds will be used to settle the customers' purchases on the following business day;
3. The funds are in fact transferred or delivered on the following business day to effect
settlement of the customers' purchases of SpaceX; Paragraph ( e)(3)(i) of Rule I 5c3-3 generally requires broker-dealers to deposit in the Customer Reserve Bank Account and amount determined as of a given day from the Customer Reserve formula in Exhibit A to Rule 15c3-3 no later than one hour after the opening of banking business on the morning of the second business day following the "as of date". In the instant circumstance, broker-dealers will be required under the Rule to make a deposit no later than the morning of Tuesday, June 16, 2026 for the Customer Reserve computation performed as of Friday, June 12,
2026. See 17 CFR 240.15c3-3(e)(3)(i) and 240.15c3-3a.

New York 140 Broadway, 35th Floor | New York, NY 10005 Washington 1099 New York Avenue, NW, 6th Floor | Washington, DC 20001 www.sifma.org June 8, 2026 Mr. Raymond A. Lombardo Acting Associate Director Division of Trading and Markets U.S. Securities and Exchange Commission 100 F Street NE Washington, DC 20549 Re: Rule 15c3-3 Customer Reserve Treatment of Customer Funds Received for Settlement of SpaceX IPO-Related Credits Dear Mr. Lombardo:
The Securities Industry and Financial Markets Association (“SIFMA”) 1 respectfully requests that the staff of the Division of Trading and Markets (“Staff”) confirm that it would not recommend enforcement action under paragraph (e)(3)(i) of Rule 15c3-3 under the Securities Exchange Act of 1934 (the “Exchange Act”) 2 to the Securities and Exchange Commission (“Commission”) if a carrying broker-dealer, solely for purposes of computing its customer reserve requirement pursuant to Rule 15c3-3 under the Exchange Act, reduces a required customer reserve deposit by the amount of customer cash received or is otherwise on deposit at the carrying broker-dealer to purchase shares of the Space Exploration Technologies Corporation (“SpaceX”) on the day of its initial public offering (“SpaceX IPO-Related Funding Credits”), provided that the cash is equal to the amount of the SpaceX IPO-Related Funding Credits used the next business day to settle the customers’ purchases of securities in the offering. Discussion This request arises in connection with the anticipated initial public offering of SpaceX. According to publicly reported information, the offering is expected to raise approximately $75 billion, which would make it substantially larger than any prior U.S. initial public offering and 1 SIFMA is the leading trade association for broker-dealers, investment banks, and asset managers operating in the U.S. and global capital markets. On behalf of our industry’s one million employees, we advocate on legislation, regulation, and business policy, affecting retail and institutional investors, equity and fixed income markets, and related products and services. We serve as an industry coordinating body to promote fair and orderly markets, informed regulatory compliance, and efficient market operations and resiliency. We also provide a forum for industry policy and professional development. SIFMA, with offices in New York and Washington, D.C., is the U.S regional member of the Global Financial Markets Association (GFMA). For more information, visit http://www.sifma.org. 2 17 CFR 240.15c3-3(e)(3)(i).

potentially more than two-and-one half times the size of the largest offering previously completed. The IPO is expected to generate unprecedented levels of customer funding activity over a compressed period immediately preceding settlement. As a result, carrying broker-dealers may be required to prefund extraordinary levels of customer credits immediately prior to settlement of SpaceX transactions. The interaction of those funding flows with a customer reserve computation can produce substantial temporary liquidity demands arising solely from timing mechanics, rather than from any increase in customer exposure or diminution of customer protections. In connection with the SpaceX offering, customers generally will be required to deliver cash to or otherwise fund their accounts at their broker-dealer on trade date to fund allocated purchases of securities that will settle on the following business day. Consequently, in connection with the SpaceX IPO, a carrying broker-dealer may receive extraordinary amounts of customer cash during the trade-date funding process that are contractually or operationally dedicated to satisfying customer settlement obligations on settlement date. Such funds will be used promptly to complete the customers’ purchases. In a customer reserve computation, these prefunding balances would be treated as customer credits and included in the reserve formula as of the computation date, thereby increasing the carrying broker-dealer’s required reserve deposit. Consequently, the broker-dealer may be required to reserve against customer cash that has already been earmarked for an imminent settlement obligation and that is expected to be transferred out of the firm on the following business day to complete the customers’ securities purchases. In these circumstances, the reserve requirement reflects a temporary timing mismatch between the receipt of customer funds and the settlement of the related transactions, rather than a circumstance in which additional customer assets require protection. The practical consequence is that the same customer cash would effectively be required to be available in two places at once: first, as part of the broker-dealer’s required customer reserve deposit, and second, as settlement funding for customer purchases of securities. In light of the anticipated size of the SpaceX offering, this temporary duplication could create significant liquidity strains despite the absence of any corresponding increase in customer protection. Importantly, the customer funds at issue would not be available for proprietary use by the broker-dealer. Rather, they would be received for the sole purpose of satisfying a specific customer-directed securities purchase and would be transferred out of the broker-dealer on the next business day in connection with settlement of that purchase. The Staff recently addressed a comparable liquidity issue in Question 5 of the Division’s Frequently Asked Questions Regarding Rule 15c3-3 and
Daily Customer and PAB Reserve

Computations. 3 There, the Staff stated that it would not object if a carrying broker-dealer reduced a required customer reserve deposit by the amount of customer credits included in the reserve computation that are transferred on the following business day to a Sweep Program under Rule 15c3-3(j)(2)(ii). The Staff’s FAQ impliedly recognizes that daily reserve computations can create liquidity challenges where customer cash received on one day is scheduled to be transferred out of the broker-dealer on the next business day pursuant to an established customer￾directed process. The requested relief is grounded in the same principle. The customer cash is included as a credit in the reserve computation but is contractually committed to leave the broker-dealer on the following business day to satisfy a customer-directed transaction. The temporary reserve impact is therefore a function of timing rather than customer protection risk. Requested Relief Accordingly, SIFMA requests that the Staff not recommend enforcement action under paragraph (e)(3)(i) of Rule 15c3-3 the Exchange Act if a carrying broker-dealer reduces a required customer reserve deposit by the amount of SpaceX IPO-Related Funding Credits included in the customer reserve computation performed on the business day following the SpaceX IPO, provided that:

1. The cash is received from customers or is otherwise on deposit at the broker-dealer for
   the purpose of funding purchases of SpaceX shares purchased on the day of the SpaceX IPO;
2. The broker-dealer has a reasonable basis to conclude, as of the day of the SpaceX IPO,
   that the funds will be used to settle the customers’ purchases on the following business day;
3. The funds are in fact transferred or delivered on the following business day to effect
   settlement of the customers’ purchases;
4. The broker-dealer maintains books and records sufficient to identify and substantiate the
   amount of SpaceX IPO-Related Funding Credits excluded from the required customer reserve deposit; and
5. SpaceX IPO-Related Funding Credits are not considered in determining whether a
   withdrawal may be made from the customer reserve bank account pursuant to Rule 15c3- 3(g). 3 See Division of Trading and Markets, U.S. Securities and Exchange Commission, Frequently Asked Questions Regarding Rule 15c3-3 and Daily Customer and PAB Reserve Computations, Question Q&A 5, available at https://www.sec.gov/rules-regulations/staff-guidance/trading-markets-frequently-asked-questions/frequently￾asked-questions-rule-15c3-3-daily-customer-pab-reserve-computations.

Basis for Relief
SIFMA believes this treatment is fully consistent with the purposes of Rule 15c3-3. The requested position would not reduce the amount of customer cash ultimately available to customers, would not permit the use of customer funds for proprietary purposes, and would not diminish customer protections in the event of a broker-dealer insolvency. It would instead address a temporary timing mismatch created by the interaction of customer reserve computations and extraordinary customer funding flows associated with the SpaceX IPO. Absent the requested relief, broker-dealers may be required to maintain substantial additional liquidity solely to bridge a one-business-day timing difference between receipt of customer funding and settlement of customer purchases. Requiring duplicative funding in these circumstances would not advance the customer protection objectives of Rule 15c3-3 and could unnecessarily burden the orderly processing of significant capital formation transactions associated with the SpaceX IPO. Conclusion For the foregoing reasons, SIFMA respectfully requests confirmation that the Staff would not recommend enforcement action under paragraph (e)(3)(i) of Rule 15c3-3 under the Exchange Act if a carrying broker-dealer applies the reserve computation treatment described above with respect to SpaceX IPO-Related Funding Credits. . SIFMA would welcome the opportunity to discuss this request or provide any additional information that the Staff may require. Please feel free to contact me at 202-962-7386 or Mark Attar of Stradley Ronon Stevens & Young, LLP, who assisted in the preparation of this letter, at 202-419-8406, with any questions. Respectfully submitted, Kevin Zambrowicz Deputy General Counsel (Institutional) & Managing Director, SIFMA Cc: Michael A. Macchiaroli Timothy C. Fox Sheila D. Swartz James P. Wintering