--- title: Listing Partner & DLT Market Structure entity: SwissChain Holding SA jurisdiction: Switzerland doc_type: infrastructure status: in_progress last_reviewed: 2026-03-09 owner: TBD evidence_level: public source_urls: [] related_docs: [] --- # BX DIGITAL FINMA-Licensed DLT Trading Facility & Listing Venue (Regulatory & Technical Memorandum) ## I. Systemic Role within SwissChain Control Architecture Within SwissChain's capital markets and listing architecture, BX Digital functions as the regulated secondary market infrastructure through which SwissChain Holding SA's tokenised participation shares (issued via Aktionariat as ledger-based securities under article 973d CO) are admitted to trading, enabling multilateral trading, price discovery and delivery-versus-payment settlement on a public blockchain within a FINMA-supervised framework. BX Digital AG is not a traditional stock exchange but a DLT trading facility licensed by FINMA under the Financial Market Infrastructure Act (FinMIA), specifically authorised to operate multilateral trading of DLT securities—tokenised financial instruments recorded on a distributed ledger—using public blockchain infrastructure (Ethereum) and connected to the Swiss Interbank Clearing (SIC) system for fiat settlement. For SwissChain, BX Digital is the institutional gateway to regulated secondary market liquidity: it transforms SwissChain's privately issued tokenised shares (which, absent a regulated secondary market, would be difficult for institutional investors to trade) into publicly traded securities on a FINMA-licensed venue that meets institutional custody, settlement and regulatoryreporting standards. In systemic terms, BX Digital sits between Aktionariat (the primary issuance and onchain share register layer) and InCore Bank (the market maker and paying agent), providing the regulated trading infrastructure that enables continuous price formation, transparent order matching and settlement finality. For listing committees, auditors and institutional investors, BX Digital's FINMA licence is the critical proof point that SwissChain's tokenised equity trades on a supervised financial market infrastructure rather than on an unregulated decentralised exchange or overthecounter arrangement. ## II. Legal Nature, Regulatory Perimeter and Market Positioning BX Digital AG is a Swiss financial market infrastructure licensed by FINMA as a DLT trading facility under article 73a et seqq. of the Financial Market Infrastructure Act (FinMIA) and article 58a et seqq. of the Financial Market Infrastructure Ordinance (FinMIO). FINMA granted BX Digital the first DLT trading facility licence on 12 March 2025, with the licence becoming legally effective on 14 May 2025 after all of FINMA's conditions were met in full. This licensing milestone makes BX Digital the first regulated financial market infrastructure in Switzerland—and one of the first globally—specifically designed for the trading and settlement of DLT securities on a public, permissionless blockchain. BX Digital is a sister company of BX Swiss AG, which operates Switzerland's secondlargest stock exchange, and both entities are part of the international Börse Stuttgart Group, the sixthlargest exchange group in Europe. This affiliation provides BX Digital with access to established exchange infrastructure, regulatory expertise and operational frameworks, while maintaining a distinct legal and regulatory perimeter tailored to DLT securities. Unlike traditional stock exchanges that trade book-entry securities settled via central securities depositories (CSDs), BX Digital's DLT trading facility enables direct transfer of tokenised securities on a public blockchain, bypassing intermediaries such as CSDs and enabling real-time delivery-versus-payment via SIC connectivity. Under Swiss DLT Law, a DLT trading facility is defined as a system for the multilateral trading of DLT securities, which are defined as ledger-based securities pursuant to article 973d CO—securities recorded in a distributed ledger that meets certain statutory criteria, including integrity protection, issuer control and data availability. BX Digital's licence permits it to operate multilateral trading of such DLT securities and to offer settlement services downstream of trading; however, BX Digital does not provide custody of DLT securities, meaning that participants (typically banks and securities firms) are responsible for custody arrangements via their own systems or thirdparty custodians such as InCore Bank. BX Digital's offer is aimed exclusively at supervised participants—regulated banks, securities firms and financial intermediaries—ensuring that all trading activity occurs within a supervised perimeter aligned with Swiss AML/CFT, market conduct and investor protection standards. From a marketpositioning standpoint, BX Digital positions itself as the "future of capital markets," offering regulated trading of digital assets with costeffective, direct transfer and transparent settlement via public blockchain infrastructure. Public materials emphasise that BX Digital operates under a FINMAapproved DLT trading facility system licence, leveraging the extensive experience of BX Swiss, and that the platform eliminates intermediaries, drastically reduces settlement times (from T+2 to nearinstantaneous settlement) and provides end-to-end transparency for banks, issuers and investors. BX Digital's admission rules, selfregulatory framework and technical compatibility criteria have been approved by FINMA and align with Swiss DLT Law and the CMTA standard for tokenisation, meaning that CMTAcompliant DLT securities such as those issued by Aktionariat are the primary instruments BX Digital is designed to admit. As of May 2025, BX Digital announced the first five trading participants in the onboarding process: Swiss banks Sygnum Bank, Incore Bank and Hypothekarbank Lenzburg, as well as securities firms ISP Group and EUWAX AG (broker for the Börse Stuttgart Group), indicating institutional adoption and readiness for live trading operations. ## III. Certification and Assurance Framework BX Digital's assurance framework is anchored in its FINMA licence as a DLT trading facility, which imposes comprehensive regulatory requirements across governance, risk management, operational resilience, business continuity, technical robustness and market conduct. FINMA's licensing process included detailed assessments of BX Digital's business model, organisational structure, IT infrastructure, smart contract robustness, connectivity to SIC for fiat settlement, admission and trading rules, participant onboarding procedures, and ongoing supervision and monitoring arrangements. FINMA granted the licence subject to various conditions, including business continuity management to ensure service continuity during technical issues, demonstrated robustness of smart contracts used for settlement, and compliance with FINMA's selfregulatory standards for admission and maintaining admission of issuers and DLT securities. FINMA retains ongoing supervisory authority over BX Digital, including the power to conduct inspections, require remediation of deficiencies, and enforce compliance with FinMIA and FinMIO. BX Digital's selfregulatory rules—including Admission Rules, Additional Rules for the Admission of Exchange Traded Products (ETPs), Additional Rules for Equity Securities, and Lists of Technical Compatibility Criteria and Recognised Tokenisation Standards—have been approved by FINMA and form the legal framework governing the admission, trading and maintaining admission of DLT securities on the platform. These rules are publicly available and set out general requirements for issuers (legal form, incorporation, governance, disclosure), DLT securities (must qualify as ledger-based securities pursuant to article 973d CO, freely tradable, suitable for fair and orderly trading) and technical compatibility (smart contract standards, fork management, custody compatibility). BX Digital's modular approach to admission rules allows for segmentspecific requirements (e.g., equity, bonds, derivatives, ETPs) while maintaining consistent baseline standards aligned with Swiss company law, securities law and FINMA's prudential expectations. From a technical assurance standpoint, BX Digital's settlement infrastructure connects to the Swiss Interbank Clearing (SIC) system managed by the Swiss National Bank, enabling delivery-versus-payment in Swiss francs with simultaneous payment from the buyer's SIC account when transferring DLT securities on the public blockchain. This integration provides bank-grade settlement finality and aligns BX Digital's fiatside settlement with Swiss central bank infrastructure, reducing counterparty and settlement risk to the same level as traditional stock exchange transactions. BX Digital's smart contracts are programmed to ensure delivery-versus-payment, and FINMA's licensing conditions required demonstration of smart contract robustness, including code audits, testing and contingency procedures for technical failures or blockchain network issues. While BX Digital does not publicly disclose ISO or SOC certifications, its FINMA licence and ongoing FINMA supervision provide institutionalgrade assurance that operational, technical and governance controls meet Swiss regulatory standards for financial market infrastructures. ## IV. Core Technical Architecture and Control Surface Technically, BX Digital operates as a multilateral trading platform integrated with public blockchain infrastructure (Ethereum) and Swiss central bank infrastructure (SIC system) to enable real-time trading, settlement and custody compatibility for DLT securities. The architecture comprises four integrated layers: the trading layer (order matching and price discovery), the settlement layer (delivery-versus-payment via blockchain and SIC), the blockchain layer (Ethereum as the DLT network for DLT securities issuance and transfer), and the participant connectivity layer (APIs and interfaces for banks, securities firms and issuers). This design eliminates traditional intermediaries such as central securities depositories (CSDs) and enables direct peertopeer transfer of tokenised securities between trading participants' custody wallets, with fiat settlement executed simultaneously via SIC to ensure delivery-versus-payment. BX Digital's admission process for DLT securities follows the modular structure defined in its selfregulatory rules, approved by FINMA. For SwissChain's tokenised participation shares to be admitted to trading on BX Digital, the following general requirements must be met: (i) the securities must qualify as ledger-based securities under article 973d CO, (ii) the issuer must submit a legally signed declaration confirming that competent bodies agree to admission, that securities are freely tradable and suitable for fair and orderly trading, and that the DLT securities are issued via smart contract(s) that meet BX Digital's technical compatibility criteria, (iii) the issuer must provide evidence that the smart contracts can be operated on a fork of the DLT network (Ethereum) in accordance with BX Digital's requirements, ensuring business continuity in the event of blockchain network disruptions or forks, (iv) the DLT securities must be transferable by instruction to the custodian in the case of thirdparty custody, enabling institutional investors to hold tokens in custodial accounts at regulated banks such as InCore Bank, and (v) the issuer must meet ongoing disclosure and corporate governance obligations to maintain admission, including periodic financial reporting, corporate action notifications and investor communications. BX Digital's technical compatibility criteria specify that DLT securities must conform to recognised tokenisation standards, including the CMTA standard (CMTAT) and other FINMAapproved frameworks, ensuring interoperability, custody compatibility and alignment with Swiss legal requirements for ledger-based securities. For SwissChain, this means that the Aktionariatissued CMTAT tokens representing participation shares are fully compatible with BX Digital's admission requirements, technical infrastructure and settlement workflows. BX Digital's platform supports multiple types of DLT securities, including equity securities, bonds, derivatives and exchangetraded products (ETPs), with segmentspecific additional rules defining disclosure, governance and risk management requirements tailored to each instrument type. For equity securities like SwissChain's tokenised shares, Additional Rules for Equity Securities apply, specifying requirements for shareholder rights, dividend payments, voting procedures and corporate actions, all of which must be integrated with the smart contracts and issuer's corporate governance framework. ## V. Risk Mitigation Mechanics and Residual Risk For SwissChain and its institutional investors, BX Digital mitigates several fundamental risks associated with secondary market trading of tokenised securities. First, regulatory legitimacy: BX Digital's FINMA licence as a DLT trading facility provides authoritative confirmation that the trading venue operates under Swiss financial market infrastructure regulation, is subject to FINMA supervision, and meets prudential standards for governance, risk management, operational resilience and market conduct. This eliminates the uncertainty and reputational risk of trading on unregulated decentralised exchanges, offshore platforms or overthecounter arrangements that may lack legal clarity, investor protection or regulatory oversight. For listing committees and institutional investors, BX Digital's FINMA licence is the critical proof point that SwissChain's tokenised equity trades on a supervised, institutionalgrade venue comparable to traditional stock exchanges. Second, settlement finality and counterparty risk: BX Digital's integration with the SIC system ensures that fiat settlement occurs via Swiss central bank infrastructure with the same finality, irrevocability and legal certainty as traditional stock exchange transactions, reducing counterparty risk and settlement failure risk to the same level as book-entry securities traded on SIX Swiss Exchange or other regulated venues. The delivery-versus-payment mechanism programmed into BX Digital's smart contracts ensures that tokenised securities transfer and fiat payment occur atomically (simultaneously and conditionally), eliminating principal risk where one party delivers securities without receiving payment or vice versa. Third, custody compatibility: BX Digital's admission rules and technical compatibility criteria require that DLT securities be transferable by instruction to custodians, enabling institutional investors to hold tokenised shares in custodial accounts at regulated banks such as InCore Bank, Sygnum Bank or Hypothekarbank Lenzburg, rather than requiring self-custody in noncustodial wallets that may not meet institutional governance, insurance or audit standards. Fourth, business continuity and fork management: BX Digital's FINMAapproved admission rules require issuers to demonstrate that DLT securities can be operated on a fork of the DLT network in accordance with BX Digital's requirements, ensuring that trading and settlement can continue even if the underlying blockchain network experiences a hard fork, protocol upgrade or consensus failure. This reduces the operational risk that blockchain network issues disrupt trading, settlement or custody of tokenised securities, which is a key concern for institutional investors evaluating blockchainbased instruments. Fifth, transparency and audit trails: BX Digital's public blockchain infrastructure (Ethereum) provides real-time, immutable and independently verifiable records of all trades, settlements and custody transfers, enabling auditors, regulators and investors to trace the complete transaction history of SwissChain's tokenised shares from issuance through secondary market trading to current holders. This transparency materially exceeds that of traditional stock exchanges, where trade and settlement data is held in proprietary systems and not directly accessible to external parties. Residual risks nonetheless include technology and smart contract risk: BX Digital's settlement infrastructure relies on smart contracts, which are software and carry the risk of bugs, vulnerabilities or unexpected behaviour that could affect trade execution, settlement or custody transfers. While FINMA's licensing conditions required demonstration of smart contract robustness and BX Digital conducts audits and testing, no software system is immune to failure. Additionally, BX Digital's reliance on Ethereum as the underlying blockchain introduces dependency on Ethereum network availability, gas fees and potential network congestion, which could delay settlement or increase transaction costs during periods of high network utilisation. Further, BX Digital is a newly licensed and operationally unproven platform; as of late 2025, trading operations are expected to commence but have not yet accumulated significant transaction volume or operational history, meaning that operational resilience, liquidity depth and market acceptance remain to be demonstrated in live trading conditions. Crossborder recognition of DLT trading facility licences and DLT securities may vary by jurisdiction, potentially complicating international investor participation or secondary market access outside Switzerland. These risks must be mitigated through contractual SLAs with BX Digital, periodic reviews of operational performance and smart contract audits, diversification of trading venues if and when alternative DLT trading facilities become available, and documented contingency plans for alternative secondary market liquidity in the event of BX Digital service disruptions or operational failures. ## VI. Integration with SwissChain Stack and Listing Path In SwissChain's capital markets architecture, BX Digital sits at the core of the listing and secondary market liquidity strategy, connecting Aktionariat's primary issuance layer with InCore Bank's market making and paying agent layer to create an end-to-end regulated capital markets flow. The integration sequence is as follows: - Tokenisation and legal foundation (Aktionariat): SwissChain Holding SA issues tokenised participation shares as ledger-based securities under article 973d CO via Aktionariat, deploying CMTAcompliant smart contracts on Ethereum and maintaining an authoritative onchain share register. These tokenised shares are the DLT securities that will be admitted to trading on BX Digital. - Listing preparation and admission to BX Digital: SwissChain submits an admission application to BX Digital, providing documentation required under BX Digital's Admission Rules and Additional Rules for Equity Securities, including: legally signed issuer declarations confirming that competent bodies agree to admission, that securities are freely tradable and suitable for fair and orderly trading; smart contract audit reports demonstrating compliance with BX Digital's technical compatibility criteria and recognised tokenisation standards (CMTA); articles of association and tokenisation terms confirming compliance with article 973d CO; prospectus or offering memorandum (if required under Swiss securities law); and evidence that the smart contracts can be operated on a fork of Ethereum in accordance with BX Digital's business continuity requirements. BX Digital's Admission Board reviews the application, may request additional information or impose specific conditions, and issues an admission decision. Once approved, SwissChain's tokenised shares are admitted to trading on BX Digital and listed on the platform's order book, enabling continuous trading and price discovery. - Trading participant onboarding (InCore Bank and other participants): InCore Bank, as a FINMA-supervised Swiss bank and trading participant at BX Swiss and BX Digital, onboards to BX Digital's trading facility and acts as market maker and liquidity provider for SwissChain's listed tokens. Other trading participants (Sygnum Bank, Hypothekarbank Lenzburg, ISP Group, EUWAX AG) may also participate in secondary market trading, providing additional liquidity and price competition. Trading participants connect to BX Digital's trading platform via API or proprietary interfaces, submit buy and sell orders for SwissChain tokens, and execute trades with delivery-versus-payment settlement via Ethereum and SIC. - Market making and paying agent services (InCore Bank): InCore Bank provides continuous market making for SwissChain's listed tokens, ensuring that investors can buy and sell shares on BX Digital with reasonable bidask spreads and continuous quotes. Additionally, InCore Bank acts as paying agent, processing dividend distributions, corporate actions (capital increases, share splits, consolidations) and other cash flows associated with the tokenised shares, in line with BX Digital's rules and Swiss market practice. Dividend payments are executed by transferring fiat from SwissChain's corporate treasury accounts (likely held at Maerki Baumann or another Swiss bank) to InCore Bank, which then distributes the dividends to shareholders via SIC settlement or direct bank transfers, coordinated with the onchain share register maintained by Aktionariat. - Investor participation and custody: Institutional and retail investors open accounts with trading participants (InCore Bank, Sygnum Bank, Hypothekarbank Lenzburg, etc.) or other banks connected to BX Digital, pass KYC/AML screening via Sumsub or the bank's own compliance systems, and are added to the Aktionariat allowlist to confirm eligibility to hold SwissChain tokens. Investors then purchase SwissChain shares on the BX Digital secondary market via their bank or broker, with delivery of tokens to their custodial wallets at the bank or, if permitted by allowlist rules, to self-custody wallets. All ownership changes are recorded onchain in real time, with the Aktionariat smart contract maintaining the authoritative share register and BX Digital providing the regulated trading infrastructure for secondary market liquidity. For SwissChain's corporate governance and investor relations, BX Digital provides real-time visibility into trading activity, including price, volume, bidask spreads and shareholder turnover, enabling SwissChain to monitor market liquidity, respond to investor inquiries, and coordinate corporate actions and disclosures in line with BX Digital's maintainingadmission obligations. BX Digital's platform also supports issuer communications, including announcements of financial results, dividend declarations, capital increases and other material events, which are published on BX Digital's website and disseminated to trading participants and investors. ## VII. Auditability, Supervisory Defensibility and Strategic Implications BX Digital materially enhances the auditability and supervisory defensibility of SwissChain's listing and secondary market liquidity strategy. The platform's FINMA licence, FINMAapproved selfregulatory rules, and integration with Swiss central bank infrastructure (SIC system) provide authoritative confirmation that SwissChain's tokenised equity trades on a supervised, institutionalgrade financial market infrastructure that meets Swiss regulatory standards for governance, risk management, operational resilience, market conduct and investor protection. For external auditors and regulators, this eliminates the uncertainty and reputational risk of relying on unregulated decentralised exchanges, offshore platforms or overthecounter arrangements, and provides a clear regulatory perimeter for secondary market activity that aligns with Swiss financial market infrastructure law. The public blockchain infrastructure (Ethereum) used by BX Digital provides real-time, immutable and independently verifiable records of all trades, settlements and custody transfers, enabling auditors, regulators and investors to trace the complete transaction history of SwissChain's tokenised shares from primary issuance (Aktionariat) through secondary market trading (BX Digital) to current holders, with full transparency and auditability. This transparency materially exceeds that of traditional stock exchanges, where trade and settlement data is held in proprietary systems and not directly accessible to external parties, and supports SwissChain's strategic narrative of leveraging blockchain technology to enhance transparency, reduce operational risk and align with regulatory expectations for audit trails and investor protection. Strategically, listing on BX Digital positions SwissChain at the forefront of capital markets innovation in Switzerland, aligning with FINMA's and the Swiss government's stated policy of supporting DLT adoption in financial markets and positioning Switzerland as a leading jurisdiction for tokenised securities. The fact that SwissChain's equity is listed on the first FINMA-licensed DLT trading facility in Switzerland—rather than on a traditional stock exchange—provides a differentiated narrative for institutional investors, listing committees and media coverage: that SwissChain is not merely a cryptofocused technology holding but a pioneer in regulated digital capital markets infrastructure, using the same legal and technical frameworks (Swiss DLT Law, CMTA standards, FINMA-supervised DLT trading facility) that Swiss banks, regulators and financial institutions are adopting for the tokenisation and trading of traditional financial instruments. This narrative is further strengthened by the participation of leading Swiss banks (Sygnum Bank, Incore Bank, Hypothekarbank Lenzburg) as trading participants on BX Digital, demonstrating institutional acceptance and readiness for regulated DLT securities trading. At the same time, SwissChain's vendorrisk framework must classify BX Digital as a critical financial market infrastructure, with documented SLAs, periodic reviews of operational performance and smart contract audits, monitoring of trading liquidity and market depth, and contingency plans for alternative secondary market liquidity in the event of BX Digital service disruptions, operational failures or regulatory actions. Managed in this way, BX Digital can be positioned to listing committees, auditors, regulators and institutional investors as a deliberate, riskreducing infrastructure choice that provides regulatory legitimacy, settlement finality, custody compatibility, transparency and alignment with Swiss regulatory policy, supporting SwissChain's strategic narrative as a technology holding that integrates regulated digital asset infrastructure with traditional capital markets discipline and institutionalgrade standards.