Preliminary Prospectus

The California Stock Exchange (“CAX”) is a proposed venture-native public securities market to be domiciled in the State of California. CAX is founded by Grace Livingston and is being organized as an independent, privately-capitalized operating entity with the intent to seek registration as a national securities exchange with the U.S. Securities and Exchange Commission, and to obtain all corresponding federal and California state approvals prior to commencement of trading operations.

CAX exists to give California’s startup and venture-capital ecosystem its own first-class public market — one whose listing standards, disclosure regime, and microstructure are purpose-built for venture-backed issuers, rather than retrofitted from a 200-year-old East Coast model designed for industrial dividend payers.

California is the fourth-largest economy in the world and the point of origin for a disproportionate share of global venture-backed value creation. Despite this, the overwhelming majority of California-born issuers list on exchanges headquartered thousands of miles away, under rules and trading conventions written for a different class of company. The launch of the Texas Stock Exchange demonstrates that new regional exchanges are viable in the current environment; the risk capital that backs Silicon Valley is fundamentally different from the capital aggregated in New York or Texas, and warrants a dedicated venue.

• Venue type: Fully electronic, continuous auction limit-order book with opening and closing auctions.
• Listing tiers: A primary tier for growth-stage venture-backed issuers and a senior tier for large-capitalization California issuers.
• Governance: Support for dual-class share structures, extensive preferred stacks, and founder-retained voting arrangements common to venture-backed cap tables.
• Disclosure: A venture-native disclosure framework designed for pre-profit growth issuers, complementary to SEC reporting requirements.
• Clearing & settlement: Standard clearing and settlement through an established U.S. clearing agency, operating at the current T+1 standard.

Final listing standards will be filed with the SEC as part of the exchange registration process. Indicatively, CAX expects to require, among other criteria:

• Minimum public float and minimum round-lot holder counts calibrated to venture-scale IPOs.
• Audited financial statements prepared under U.S. GAAP.
• Independent-director requirements, audit committee, and code-of-conduct standards.
• Enhanced disclosure of related-party transactions, secondary transactions, and pre-IPO liquidity programs.

Grace Livingston is an alumna of Stanford University and Duke University. She has spent her career at the intersection of Silicon Valley operating experience, public policy, and financial markets, including a background in macro investing. She holds FINRA Series 7, 79, 63, and 65 qualifications and has the capability to pass the Series 24 upon sponsorship. She has closely studied the NYSE, Nasdaq, the Texas Stock Exchange, the London Stock Exchange, HKEX, and China’s NEEQ in order to design a market structure calibrated to California’s venture-backed issuer base.

CAX’s internal analysis projects an approximate 3.8x state economic multiplier attributable to the establishment of the exchange, driven by (i) accelerated capital velocity, (ii) growth in knowledge-intensive employment, and (iii) preservation within California of high-potential assets that would otherwise be re-domiciled. These figures are illustrative projections, not guarantees.

Capital raised by the operating entity prior to launch is expected to be applied to (a) regulatory registration and legal work, (b) matching engine, market-data, and surveillance technology, (c) clearing and settlement integration, (d) senior engineering, legal, and compliance hiring, and (e) issuer and member onboarding infrastructure. No portion of pre-launch capital will be applied to political activity of any kind.

• July 2026: Public unveiling and opening of interest registration.
• Q3–Q4 2026: Entity formation, senior hiring, and initial preparation.
• January 2027: Project launch.
• 2027: Pre-registration and Form 1 exchange registration process with the SEC, alongside coordination with California regulators.
• January 2028: Target operational launch, contingent upon regulatory approvals.
• 2029: Stock exchange fully functional for business — trading technology, clearing, and market infrastructure operating at scale.

Prospective participants should carefully consider risks including, but not limited to: failure or delay in obtaining SEC exchange registration; changes in federal or California securities law; adverse changes in California’s policy environment; competition from NYSE, Nasdaq, the Texas Stock Exchange, and international venues; technology, cybersecurity, and operational risk; failure to attract sufficient listings, market makers, or trading interest; and the inherent risk that a new market venue may not achieve viable scale. A full risk-factor disclosure will accompany the definitive prospectus and any formal offering document, if and when one is filed.

This document does not constitute an offer, solicitation, or recommendation with respect to any security. Statements regarding future events, launch dates, listings, volumes, economic impact, and policy outcomes are forward-looking and subject to material risks and uncertainties. Actual results may differ materially. CAX undertakes no obligation to update any forward-looking statement, except as required by law. See the Compliance Disclosure for additional context.

Institutional and issuer inquiries regarding this preliminary prospectus may be directed to compliance@castockexchange.com.