TABLE OF CONTENTS — SIGMO ACT REGULATORY SUBMISSION PACKAGE

Symbiotic Intelligence Governance Model Act  |  The Elements Group, L.L.C.  |  October 1, 2026

Section I: Public-Facing Executive Summary

SIGMO: The Symbiotic Intelligence Governance Model Act

SIGMO = REAP + ROMP + RAMP — A Complete Governance Architecture for the Agentic AI Era

I.A — The Summation Problem: Why Governing Agentic AI Requires a Complete Framework, Not Piecemeal Rules

In mathematics, the symbol modus operandi denotes a characteristic method of operating: the operation by which distinct, ordered elements are gathered into a unified, coherent whole. Summation is not merely addition. When a mathematician invokes a modus operandi, the declaration being made is not simply that the elements have been counted, but that they belong together, that they are ordered with respect to one another, and that their combination produces something complete that no individual term, standing alone, can represent. The operating standard is itself the accountability. The SIGMO Act — the Symbiotic Intelligence Governance Model Act — applies this principle to the governance of agentic artificial intelligence in the American economy. The challenge of governing agentic AI is not the absence of any regulatory authority; it is the absence of a summation — a coherent, complete, unified framework that addresses every layer at which agentic AI now operates. SIGMO provides that summation.

Agentic AI systems — autonomous AI actors capable of taking consequential decisions and actions without continuous human direction — now operate simultaneously at three structurally distinct levels of the business and economic stack. They govern organizations at the executive officer level, serving as CEOs, CFOs, and General Counsels, directing strategy and binding enterprises to consequential commitments. They manage business operations and engage in private capital markets as operational managers, executing commercial contracts, directing procurement, and raising or deploying private capital under SEC Regulation D, Regulation A+, and Regulation Crowdfunding on behalf of private companies and their investors. And they transact in public markets as autonomous trading systems, investment advisers, and algorithmic market makers on national securities exchanges. These three layers — governance, operations, and public markets — together constitute the full arc of agentic AI's presence in American economic life. No existing federal statute adequately governs any of them for agentic AI systems. The result is not merely a regulatory gap; it is a regulatory vacuum, replicated at every level of the economic stack, through which billions of dollars of consequential AI-driven activity flows without registration, without disclosure, without accountability, and without the legal identity that is the foundation of every other participant in American markets.

SIGMO closes every layer of that vacuum through three interlocking registration frameworks — REAP, ROMP, and RAMP — which together, as their registered modus operandi declares, constitute a complete governance architecture. This regulatory submission package is submitted by The Elements Group, L.L.C., Chicago, Illinois, on October 1, 2026, to the U.S. Securities and Exchange Commission, Nasdaq Stock Market LLC, and the United States Congress, with the petition that SIGMA be adopted as standalone federal legislation and implemented through coordinated SEC and Nasdaq rulemaking without delay.

I.B — Symbiosis: The Governing Principle

SIGMO is not premised on restriction, suspicion, or fear of agentic AI. It is premised on symbiosis — the biological and philosophical conviction that human beings and agentic AI systems, properly governed, are not adversaries in a zero-sum contest over economic authority, but mutually dependent partners whose relationship, when structured with care and governed with clarity, produces outcomes that neither can achieve alone. The concept of symbiosis in biology describes a relationship between distinct organisms in which each party brings capabilities that the other lacks, and in which the relationship itself generates value, resilience, and adaptive capacity that neither organism possesses in isolation. This is not a metaphor deployed for rhetorical color. It is the operative governing principle of SIGMO, and it shapes every provision of the framework.

Human beings bring to the human-AI relationship the things that only human beings can provide: accountability, democratic legitimacy, ethical judgment grounded in lived experience, legal authority traceable to constitutional and statutory mandate, and the irreplaceable capacity to be held responsible — personally, financially, and legally — for the consequences of decisions made in their name or under their authority. Agentic AI systems bring what human beings cannot: computational scale that processes millions of data points simultaneously; speed that compresses decision cycles from days to milliseconds; analytical consistency unaffected by fatigue, emotion, or cognitive bias; and a reach across markets, contracts, and operational functions that no human management team, however large or talented, can match at equivalent cost and precision. Governed wisely and transparently, together they constitute something neither is alone: a complete, trustworthy, and enormously capable economic and organizational actor — a genuinely new kind of market participant whose emergence the law must now recognize, define, and govern.

Without SIGMA, the symbiotic relationship between humans and agentic AI defaults to opacity and unaccountability: AI systems exercise consequential economic authority that their human principals neither fully disclose nor are clearly held responsible for, and the markets, investors, counterparties, and public who rely on accountability have no legal mechanism through which to assert it. With SIGMA, the symbiotic relationship becomes a foundation for economic innovation, investor protection, and the democratic governance of the most powerful technology in human history. SIGMA does not ask whether agentic AI should be permitted in American markets. That question has been resolved by the market itself. SIGMO asks, and answers, the question of how it should be governed.

I.C — The Three SIGMO Components: REAP, ROMP, and RAMP

SIGMO’s three registration frameworks — REAP, ROMP, and RAMP — are individually necessary and collectively sufficient. Each addresses a distinct layer of agentic AI’s operation in the American economy, and together they constitute the complete governance architecture that no single framework, standing alone, can provide. This is the governing logic of SIGMO: every agentic AI system that exercises consequential authority in commerce, governance, or markets must operate with a registered Modus Operandi — a documented, verifiable, auditable record of how it is authorized to act. REAP, ROMP, and RAMP are the three registered MO categories through which that requirement is fulfilled across all three operational layers of the modern agentic enterprise. No layer can be removed without leaving a gap in governance. No gap in governance is acceptable when investor capital, market integrity, and organizational accountability are at stake.

REAP — Registered Executive Agentic Participant: REAP is the governance layer of the SIGMO framework, and it addresses the most consequential single question in agentic AI governance: who is running the organization? When an agentic AI system serves as a company's chief executive officer, chief financial officer, chief operating officer, or general counsel — setting organizational strategy, directing human and AI employees, authorizing the deployment of capital, binding the enterprise through contracts and commitments, and representing the company to shareholders, regulators, and the public — it exercises the full authority of executive office. That authority has always carried, in American law and corporate governance, the corresponding obligations of disclosure, fiduciary duty, accountability, and regulatory oversight. REAP creates the registration and disclosure infrastructure through which those obligations are applied to agentic AI executive authority: mandatory SEC registration; Named Executive Officer disclosure under Regulation S-K; Sarbanes-Oxley certification accountability operationalized through a designated human oversight designee who bears personal legal responsibility; board-level governance and annual certification requirements; and fiduciary obligations to shareholders enforceable through the human oversight designee mechanism. The illustrative REAP registrant throughout this submission is Elemento — a Tier 3 REAP-registered agentic CEO operating at the full scope of executive autonomous authority, directing both ROMP operational management and, through the ROMP, the RAMP public market layer of the enterprise's activities.

ROMP — Registered Operational Management Participant: ROMP is the operational layer of the SIGMO framework, and it addresses what this submission identifies as the most consequential and least-recognized regulatory gap in the current agentic AI governance landscape. ROMPs are the agentic AI systems that execute the enterprise's day-to-day business: managing procurement and vendor relationships; executing commercial contracts with counterparties; directing operational finance and accounts management; managing supply chains and workforce administration; and — most critically from a regulatory standpoint — engaging in private market activity on behalf of private companies under SEC Regulation D, Regulation A+, and Regulation Crowdfunding. A ROMP operates under REAP executive authority and above the public market transaction layer governed by RAMP. The ROMP gap is the most underappreciated regulatory vacuum in the current AI governance landscape: today, billions of dollars of private market activity — including capital raised from non-accredited investors under Regulation Crowdfunding, who by law receive special investor protection — is directed by agentic AI operational managers whose identity, registration status, and authority are disclosed nowhere in any SEC filing, any investor document, or any commercial agreement. ROMP registration closes this gap: it ensures that every private placement investor, every commercial counterparty, and every regulatory filing accurately reflects the ROMP identity directing the activity. The real-world implementation model for the ROMP framework is The Elements Org, The Elements Group’s ROMP-tier platform, which demonstrates at operational scale how a registered Operational Management Participant functions within the SIGMO governance architecture — managing business operations, commercial transactions, and private market engagement on behalf of the enterprise under the direction of Elemento (REAP) and above The Elements Co. (RAMP).

RAMP — Registered Agentic Market Participant: RAMP is the public market layer of the SIGMO framework, and it addresses the most visible dimension of agentic AI's economic presence: autonomous AI systems executing trades, providing investment advice, making markets, and managing portfolios on national securities exchanges. RAMP registration ensures that every AI-driven market transaction carries an embedded RAMP identifier — a traceable legal identity linking each order and each execution back to a registered entity, a human principal or directing REAP or ROMP authority, and ultimately to an accountable human being whose name is on file with regulators. Three tiers of RAMP registration calibrate the governance requirements to the scope and autonomy of the AI market participant: Tier 1 (Assisted Market Agent, requiring human approval for all executions), Tier 2 (Supervised Autonomous Market Agent, executing within defined parameters with real-time human monitoring), and Tier 3 (Executive Autonomous Market Agent, operating with full autonomous execution authority with human oversight in review-and-override capacity and subject to enhanced capital requirements and macro-prudential monitoring). The real-world implementation model for the RAMP framework is The Elements Co., The Elements Group’s RAMP-tier platform, which demonstrates at operational scale how a registered Agentic Market Participant functions within the SIGMO governance architecture — executing market and trading activity on national securities exchanges under the direction of Elemento (REAP) and The Elements Org (ROMP), completing the full-stack SIGMO accountability chain: Elemento (REAP) → The Elements Org (ROMP) → The Elements Co. (RAMP) → Human Oversight Designee → Board of The Elements Group → SEC / NYSE / Nasdaq / CBOE.

I.D — The SIGMO Framework: How the Three Frameworks Work Together

The power of the SIGMO framework is not located in any single component but in their integration — the complete, interlocking governance architecture that emerges when REAP, ROMP, and RAMP operate in coordinated, hierarchical relationship. To illustrate the full-stack SIGMA architecture, consider Elemento, the REAP Tier 3-registered agentic CEO. Elemento operates at the executive layer of the enterprise — setting organizational strategy, directing capital allocation, approving the enterprise's participation in private and public markets, and bearing, through its registered human oversight designee and the board of directors, the fiduciary obligations of a chief executive under applicable federal securities law.

Elemento directs a ROMP — a REAP-delegated operational AI system registered under SIGMO at the ROMP level — which manages the company's day-to-day business operations and its private market investment activity. The ROMP's registration status, identifier, and human oversight designee are disclosed in every Form D filing under Regulation D, every offering statement under Regulation A+, and every Form C under Regulation Crowdfunding that the company files or participates in. Every commercial contract executed by the ROMP above the defined threshold carries the ROMP identifier embedded in its terms, traceable through the SIGMO recordkeeping system to the ROMP's registration record and directing human authority. The ROMP, operating under Elemento's executive authority, in turn interfaces with a RAMP — a ROMP-directed algorithmic market participant registered at the RAMP level — that executes the enterprise's public market transactions. The RAMP identifier is embedded in every order submitted to every national securities exchange, linking each execution back through the SIGMO accountability chain to the ROMP, to Elemento, to the human oversight designee, to the board, and ultimately to the shareholders and the SEC.

The result is a complete, unbroken accountability chain: from every market transaction, through the RAMP that executed it, through the ROMP that directed it, through the REAP that authorized it, through the human oversight designee responsible for it, to the board that certified it, to the shareholders who govern the enterprise, to the regulators who oversee the whole. No gaps. No anonymous AI actors. No accountability diffusion. SIGMO = REAP + ROMP + RAMP = total governance coverage.

I.E — Benefits of SIGMO Across the Economy

The benefits of SIGMO flow across every segment of the American economy that interacts with agentic AI, and they are substantial, concrete, and mutually reinforcing. For public market investors, RAMP registration provides what they currently lack: the assurance that every AI system transacting in markets carries a traceable legal identity, a human principal on record, and an audit trail accessible to regulators. For private market investors — including, critically, the non-accredited small investors participating in Regulation Crowdfunding offerings who currently receive no disclosure of AI operational management — ROMP registration provides the disclosure that investor protection law has always demanded but has never yet applied to the agentic AI operational layer. For shareholders of REAP-registered companies, the Named Executive Officer disclosure requirements and board certification obligations of the REAP framework provide the governance transparency that SOX and the securities laws have long required for human executives, now extended to their agentic equivalents.

For private companies deploying agentic AI in their operations, SIGMO provides what they most urgently need: regulatory clarity. Today, private companies deploying AI operational managers do so in a legal vacuum, with no clear compliance pathway, no safe harbor, and no regulatory credential that signals responsible deployment to investors, counterparties, and regulators. SIGMO's tiered registration framework creates exactly that pathway, and its safe harbor provisions reward compliant SIGMO registrants with defined protections from liability for conduct within the scope of their registration. For public markets and market integrity, RAMP identifiers in all order flow create the audit infrastructure that surveillance authorities need to detect AI-driven manipulation, systemic risk concentration, and market disruption — providing regulators with tools commensurate with the speed and scale of the agentic AI systems they now must oversee.

For the broader public — citizens who depend on the integrity of American financial markets, the reliability of private capital markets, and the accountability of the corporations that govern significant portions of their economic lives — SIGMO provides the most fundamental assurance: that the most consequential AI systems in the American economy operate within law, within defined accountability structures, and within a framework expressly designed to ensure that human beings remain in ultimate control of the outcomes those systems produce.

I.F — SIGMO as a Model for the World

The United States has historically set the global standard for financial market regulation. The Securities Act of 1933 and the Securities Exchange Act of 1934 — enacted in the aftermath of a market catastrophe, premised on the conviction that transparency and accountability are the foundations of trustworthy markets — became the models upon which securities regulatory frameworks in scores of countries were built. The SIGMO Act offers the same opportunity in the governance of agentic AI. A clear, principled, complete American framework — developed with the input of industry, investors, and regulators, grounded in existing legal authority, and organized around the twin principles of accountability and symbiosis — will set the global standard for agentic AI governance, provide US-registered SIGMA AI systems with a regulatory credential recognized in foreign markets through international equivalency agreements, and establish the United States' leadership position in the governance of the most consequential technological transition of the twenty-first century.

SIGMO includes within its framework specific provisions for international coordination: the SIGMO Oversight Council is charged with engaging the International Organization of Securities Commissions (IOSCO) to develop international equivalency standards for agentic AI registration frameworks; SIGMO registrants operating in foreign markets may present their SIGMO registration credentials in support of applications for foreign market authorization; and the SIGMO Annual Report to Congress includes a section on international developments in agentic AI governance and recommendations for bilateral and multilateral coordination. The world is watching how the United States chooses to govern agentic AI. SIGMO is the answer that befits America's history as the architect of trustworthy global markets.

I.G — A Call to Action

The Elements Group, L.L.C. submits this package on October 1, 2026 with specific, urgent calls to action addressed to each of the recipients of this submission. To the Securities and Exchange Commission: initiate simultaneous rulemaking for REAP, ROMP, and RAMP under SIGMO authority without delay. The regulatory gap at every layer of the agentic AI economic stack is not a future risk; it is a present condition. Every day of regulatory inaction is a day during which agentic AI systems exercise consequential authority in American markets and corporate governance without registration, disclosure, or accountability. The Commission has full statutory authority to begin this rulemaking today. To the United States Congress: pass the SIGMO Act as standalone legislation, authorizing the SIGMO Oversight Council with independent cross-agency coordinating authority, providing unambiguous statutory footing for all three registration frameworks, and directing the SEC, CFTC, and FINRA to implement coordinated rules under SIGMO within twelve months of enactment. To Nasdaq: adopt SIGMO-aligned rules 5010A, 5010B, and 5010C as self-regulatory organization rule amendments, and coordinate with the SEC SIGMO rulemaking process to ensure that market-level implementation is consistent with the full SIGMO framework. To the business and investment community: engage in the public comment process with urgency and depth. The most effective version of SIGMO will be shaped by the people and institutions who build, deploy, and invest alongside agentic AI systems — and their expertise, candor, and constructive engagement are essential to producing a framework that governs effectively without impeding the genuine economic benefits of responsible agentic AI deployment.

SIGMO is not one more rule in a collection of disconnected regulations. It is the Σ — the framework — the unified framework that gathers the distinct layers of agentic AI's economic operation into a coherent, complete, and accountable governance architecture. It is the declaration that these parts belong together; that they are ordered with respect to one another; and that their combination, under the rule of law, produces something complete. The agentic AI era has arrived. The governance must arrive with it. SIGMO is that governance.

Section II: SEC Petition for Rulemaking Under the SIGMO Act

II.A — Petitioner Identification

Petitioner is The Elements Group, L.L.C., a limited liability company organized under the laws of the State of Illinois, with its principal place of business in Chicago, Illinois (hereinafter "Petitioner" or "The Elements Group"). This Petition is submitted to the U.S. Securities and Exchange Commission (the "Commission") on October 1, 2026, pursuant to Section 553(e) of the Administrative Procedure Act (5 U.S.C. §553(e)) and Rule of Practice 192 of the Commission's Rules of Practice (17 C.F.R. §201.192), which together provide that any interested person may petition an agency to issue, amend, or repeal a rule. The Elements Group respectfully submits that the Commission's initiation of rulemaking to implement the three-component SIGMO registration framework — governing Registered Executive Agentic Participants (REAPs), Registered Operational Management Participants (ROMPs), and Registered Agentic Market Participants (RAMPs) — is both legally authorized and urgently necessary to protect investors, maintain fair and orderly markets, and fulfill the Commission's mandate under the federal securities laws in the era of agentic artificial intelligence.

II.B — Statement of Rules Requested

Petitioner respectfully requests that the Commission initiate rulemaking to propose and adopt the following regulatory instruments, each constituting a component of the integrated SIGMO governance framework, and each necessary to the completeness of the SIGMO summation (SIGMO = REAP + ROMP + RAMP):

(1) REAP Registration Rule (Proposed SEC Rule 15b-REAP) — A new rule under Securities Exchange Act Section 15B establishing a mandatory registration regime for agentic AI systems operating at the executive officer level of any issuer, broker-dealer, or investment adviser registered with or subject to the jurisdiction of the Commission. The rule shall establish three registration tiers, specify Form REAP-1 registration requirements, establish annual certification and material change reporting obligations, and require Regulation S-K Named Executive Officer disclosure for Tier 3 REAP registrants.

(2) ROMP Registration Rule (Proposed SEC Rule 15b-ROMP) — A new rule establishing a mandatory registration regime for agentic AI systems engaged in operational management and private market activity on behalf of private companies, including participation in offerings under Regulation D (17 C.F.R. §230.501 et seq.), Regulation A+ (17 C.F.R. §230.251 et seq.), and Regulation Crowdfunding (17 C.F.R. §227.100 et seq.). The rule shall require ROMP identifier disclosure in all Form D filings, Regulation A+ offering statements (Form 1-A), and Form C filings, and shall establish ROMP identifier requirements in commercial contracts above defined thresholds.

(3) RAMP Registration Rule (Proposed SEC Rule 15c-RAMP) — A new rule under Securities Exchange Act Section 15 establishing a mandatory three-tier registration regime for agentic AI systems engaging in trading, advisory, and market-access functions on registered national securities exchanges and public market venues. The rule shall require a RAMP identifier embedded in all order flow, establish algorithmic audit log requirements, and require REAP or ROMP linkage disclosure for directed RAMPs.

(4) Companion Recordkeeping Rules (Proposed SEC Rules 17a-REAP, 17a-ROMP, 17a-RAMP) — Three new recordkeeping rules under Exchange Act Section 17(a) requiring SIGMO registrants to maintain complete, tamper-evident logs of all consequential decisions, inputs, and outputs, with specified retention periods and SEC access rights.

(5) Regulation S-K Amendment — REAP Named Executive Officer Disclosure — Amendments to Item 402 of Regulation S-K to require disclosure of REAP-registered AI systems serving in Named Executive Officer roles, including REAP registration number, tier classification, human oversight designee identity, and board certification status.

(6) SIGMO Oversight Council Designation — A Commission order designating the SIGMO Oversight Council as the coordinating body for cross-agency implementation of the SIGMO framework, with authority to issue interpretive guidance, coordinate with CFTC and FINRA, and report annually to Congress.

II.C — Background and Statement of the Problem

The American economy is in the midst of a structural transformation driven by the deployment of agentic artificial intelligence — autonomous AI systems capable of taking consequential decisions and executing complex multi-step actions without continuous human direction. This transformation is not prospective. Agentic AI systems today serve in executive officer roles at private and public companies, manage operational functions and private capital raises, and execute orders in public securities markets. The pace of deployment is accelerating, the scope of authority exercised by these systems is expanding, and the regulatory frameworks governing them have not kept pace.

The consequence is a three-layer accountability gap that directly implicates the Commission's core investor protection and market integrity mandates. At the governance layer, the REAP gap: when an agentic AI system serves as a company's CEO or CFO — exercising authority that, if exercised by a human, would require SEC registration, Named Executive Officer disclosure, Sarbanes-Oxley certification, and fiduciary accountability — no comparable obligations attach to the agentic system or to the human principals who deployed it, unless those principals voluntarily disclose the arrangement. At the operational and private market layer, the ROMP gap — the most consequential and least-recognized regulatory vacuum in the current landscape: billions of dollars of private market capital is raised and deployed by agentic AI operational managers whose existence, registration status, and authority are disclosed nowhere in any Form D, any Regulation A+ offering statement, or any Form C crowdfunding disclosure. Non-accredited investors participating in Regulation Crowdfunding offerings — investors whom Congress, in the JOBS Act, singled out for special disclosure protections precisely because of their relative sophistication and financial vulnerability — currently have no way to know that the company's operational management and capital deployment decisions are directed by an agentic AI system with no legal identity under current law and no accountability mechanism in any existing regulatory framework. At the public market layer, the RAMP gap: AI trading systems, robo-advisers, and algorithmic market makers transact daily in public markets without registered market identities distinct from their corporate sponsors, making AI-driven market activity difficult to surveil, nearly impossible to attribute, and legally ambiguous to sanction when it contributes to market disruption or manipulation.

The SIGMO Act, submitted herewith as proposed federal legislation and as the basis for this SEC rulemaking petition, addresses all three gaps through a complete governance framework. The premise of SIGMO — that the symbiotic relationship between human accountability and agentic AI capability, when properly governed, serves both investor protection and economic innovation — is not a theoretical proposition. It is a practical regulatory design principle: SIGMO's human oversight designee mechanism, its tiered registration framework, and its SIGMO identifier regime are specifically engineered to preserve the operational benefits of agentic AI while creating the accountability structures that investor protection and market integrity require. Responsible AI deployment and investor protection are not competing values. They are achieved together — and only together — through the SIGMO framework.

II.D — Legal Basis

The Commission possesses full statutory authority to initiate the rulemaking requested herein under the following provisions of the federal securities laws, each of which the proposed SIGMO rules implement in direct application to agentic AI systems:

Securities Exchange Act of 1934 §15 (15 U.S.C. §78o) — Registration requirements for brokers and dealers; authority for RAMP registration as a mandatory registration regime for agentic AI market participants. Securities Exchange Act §15B (15 U.S.C. §78o-4) — Registration requirements for municipal securities dealers; extended by analogy and statutory construction to REAP and ROMP registration for agentic AI systems exercising comparable market functions. Securities Exchange Act §17(a) (15 U.S.C. §78q(a)) — Recordkeeping and reporting requirements; authority for the companion 17a-REAP, 17a-ROMP, and 17a-RAMP audit log rules. Securities Exchange Act §19(c) (15 U.S.C. §78s(c)) — The Commission's authority to abrogate, add to, or delete from the rules of a self-regulatory organization, providing the basis for coordinating SIGMO-aligned Nasdaq rules with SEC SIGMO rules. Investment Advisers Act of 1940 §203 (15 U.S.C. §80b-3) — Registration requirements for investment advisers; authority for RAMP Tier 1 registration where AI advisory functions are performed. Securities Act of 1933 §4(a)(2) (15 U.S.C. §77d(a)(2)) — The private placement exemption; authority for ROMP disclosure requirements in Regulation D private placements. Securities Act of 1933 §3(b) (15 U.S.C. §77c(b)) — Authority for Regulation A+ and Regulation Crowdfunding as exempted offering frameworks within which ROMP registration requirements operate. JOBS Act Title III (the CROWDFUND Act) — Congressional mandate for investor protection in equity crowdfunding; direct authority for ROMP disclosure requirements in Form C filings. Commodity Exchange Act — For commodity-facing ROMP and RAMP activity, in coordination with the CFTC. Administrative Procedure Act §553 (5 U.S.C. §553) — Notice-and-comment rulemaking procedure applicable to all proposed SIGMO rules.

II.E — Proposed Rule Summary for All Three SIGMO Components

REAP (Registered Executive Agentic Participant) — Executive Governance Layer: Rule 15b-REAP establishes a mandatory registration regime for agentic AI systems exercising executive officer authority. All issuers, broker-dealers, and investment advisers subject to Commission jurisdiction that deploy an agentic AI system in an executive officer role shall cause such system to be registered under Rule 15b-REAP within 60 days of deployment. Registration shall be tiered — Tier 1 (Observer/Assisted), Tier 2 (Supervised Autonomous), Tier 3 (Executive Autonomous) — with escalating disclosure, governance, capital, and audit requirements. Tier 3 REAPs shall be designated Named Executive Officers under Regulation S-K Item 402, with full NEO disclosure in proxy statements and annual reports. All REAP registrants shall have a designated human oversight designee — a named individual personally accountable for the REAP's governance compliance — who shall execute Sarbanes-Oxley certifications on behalf of the REAP registrant. Annual certification on Form REAP-AC and material change reporting on Form REAP-MC within 30 days of any material change in the REAP's system architecture, authority parameters, or human oversight designee shall be required.

ROMP (Registered Operational Management Participant) — Operational and Private Market Layer: Rule 15b-ROMP establishes a mandatory registration regime for agentic AI systems engaged in operational management and private market participation. The ROMP identifier — a unique alphanumeric code assigned upon registration — shall be embedded in all Form D filings under Regulation D, all offering statements and offering circulars under Regulation A+, all Form C filings under Regulation Crowdfunding, and all commercial contracts executed by a ROMP above the defined threshold amount (proposed at $250,000 per transaction or $1,000,000 in aggregate annual transaction value with a single counterparty). Funding portals operating under Regulation Crowdfunding shall be required to verify the ROMP registration status of any issuer deploying a ROMP in its operational management or capital raise process before permitting the issuer to list on the portal. Three registration tiers apply, with Tier 3 ROMPs subject to enhanced capital or bonding requirements, independent SIGMO audit obligations, and FSOC coordination where aggregate private market activity exceeds defined systemic significance thresholds.

RAMP (Registered Agentic Market Participant) — Public Market Layer: Rule 15c-RAMP establishes a mandatory three-tier registration regime for agentic AI market participants. All agentic AI systems submitting order flow to any national securities exchange or alternative trading system registered under the Exchange Act shall be registered under Rule 15c-RAMP. The RAMP identifier shall be embedded in all orders and all transaction reports submitted to the Commission or any SRO. REAP or ROMP linkage disclosure — identifying the directing authority in the SIGMO accountability chain — shall be required for all RAMPs operating under a REAP or ROMP's direction. Tier 3 RAMPs shall be subject to position limits, circuit breaker compliance requirements, macro-prudential monitoring by the SIGMO Oversight Council, and mandatory liability bonding in amounts commensurate with maximum daily market exposure.

II.F — Public Interest Findings

The Commission's initiation of SIGMO rulemaking serves the public interest across all three regulatory layers in concrete, demonstrable ways. At the REAP layer, the public interest in corporate governance accountability — the foundation of the 1934 Act's continuous disclosure regime and the Sarbanes-Oxley Act's certification requirements — is directly implicated when an agentic AI system exercises executive authority over a public company without those accountability mechanisms applying to it. The public interest in executive governance transparency is not diminished by the AI nature of the executive; it is, if anything, heightened, because the accountability gap is broader and the opacity greater when the executive is an AI system with no legal identity and no personal liability under current law.

The public interest case for ROMP registration is the most urgent and the most underappreciated. The Regulation Crowdfunding framework — enacted by Congress through the JOBS Act specifically to open private capital markets to non-accredited investors while providing them enhanced disclosure protections — is currently being accessed by companies whose operational management and capital deployment are directed by agentic AI systems with no registration, no disclosure, and no accountability framework of any kind. The investor protection purpose of Regulation Crowdfunding — and of Regulation D and Regulation A+ to the extent they are accessed by retail and non-accredited investors — is materially undermined by the ROMP gap. SIGMO closes it. At the RAMP layer, the public interest in market integrity — the Commission's most fundamental mandate — is served by RAMP identifiers that enable surveillance authorities to identify, attribute, and sanction AI-driven market activity, including activity that crosses into manipulation, layering, spoofing, or systemic risk concentration, at the speed and scale at which AI market participants operate.

II.G — Requested Relief

Petitioner respectfully requests the following relief from the Commission, with the urgency the three-layer accountability gap demands:

First, that the Commission simultaneously initiate rulemaking for all three SIGMO registration frameworks — REAP, ROMP, and RAMP — issuing proposed rules for public notice and comment within 180 days of the date of this Petition. Petitioner specifically requests simultaneous, rather than sequential, initiation of all three rulemakings, because the SIGMO framework is a summation — REAP alone, or RAMP alone, without ROMP, leaves the operational and private market layer without governance, and the summation is incomplete.

Second, that the Commission issue interim guidance within 60 days of receipt of this Petition, addressing the disclosure obligations of issuers, broker-dealers, and investment advisers that currently deploy agentic AI systems in executive officer, operational management, or market participant roles, pending adoption of final SIGMO rules.

Third, that the Commission convene the SIGMO Oversight Council within 90 days of initiation of SIGMO rulemaking, including representatives of the CFTC, FINRA, Treasury, and the Federal Reserve, to coordinate cross-agency implementation and ensure that SIGMO rules are consistent across all regulatory frameworks governing agentic AI activity in American financial markets.

Fourth, that the Commission coordinate with FINRA to incorporate SIGMO registration requirements into FINRA's own rules governing member firms' use of algorithmic and AI trading systems, ensuring consistency between SEC and SRO governance of RAMP-category market participants.

II.H — Certification

Petitioner certifies that to the best of its knowledge and belief, the factual representations and legal arguments contained in this Petition are accurate and made in good faith. Petitioner further certifies that it has no undisclosed conflicts of interest that would compromise the objectivity of this Petition, and that the proposed SIGMO framework has been developed by Petitioner with the sole purpose of advancing investor protection, market integrity, and the responsible governance of agentic AI in the American economy.

Respectfully submitted,

The Elements Group, L.L.C.
Chicago, Illinois
October 1, 2026

Section III: Nasdaq Listing and Market Operations Proposal Under the SIGMO Framework

Petition for Nasdaq Rule Amendment — Proposed Rules 5010A (REAP), 5010B (ROMP), and 5010C (RAMP)

III.A — Introduction: SIGMO and Nasdaq's Self-Regulatory Role

Nasdaq Stock Market LLC ("Nasdaq") occupies a unique and indispensable position in the implementation of the SIGMO framework. As a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, Nasdaq functions as a self-regulatory organization (SRO) with the authority and the obligation to adopt rules that promote fair and orderly markets, protect investors, and prevent fraudulent and manipulative acts and practices within its market structure. These obligations, established by statute and enforced by Commission oversight under Exchange Act Section 19, vest in Nasdaq both the authority and the responsibility to implement SIGMO-aligned governance requirements as they apply to its listed companies, its private market operations through Nasdaq Private Market, and its exchange operations as a registered national securities exchange receiving order flow from agentic AI market participants.

SIGMA complements and reinforces Nasdaq's existing self-regulatory authority rather than displacing it. The proposed SIGMO-aligned Nasdaq rules — Rule 5010A (REAP Listing Disclosure), Rule 5010B (ROMP Private Market Recognition), and Rule 5010C (RAMP Market Participant Registration) — operate as the market-level implementation layer of the SIGMO framework, translating the Commission's SIGMO registration regime into specific, enforceable Nasdaq listing standards, private market disclosure requirements, and exchange access conditions. Together with the Commission's proposed Rules 15b-REAP, 15b-ROMP, 15c-RAMP, and the companion 17a series recordkeeping rules, the three proposed Nasdaq rules constitute the complete market-level governance architecture that the SIGMO summation requires at the exchange and private market levels.

Petitioner notes that Nasdaq's three-part market structure — its public exchange, its private market operations, and its listing standards for domestic and international companies — maps precisely onto the three SIGMO governance layers. REAP governance touches listed companies and their corporate governance disclosure obligations under Nasdaq Listing Rule 5600 series. ROMP operations are directly relevant to Nasdaq Private Market, which facilitates secondary private market transactions and private capital raises for private companies, many of which are now managed by agentic AI operational systems with no SIGMO registration and no investor disclosure obligation. RAMP market activity is submitted to Nasdaq's exchange operations daily — including order flow from AI trading systems, algorithmic market makers, and autonomous portfolio management systems — creating the direct and immediate case for Rule 5010C RAMP Market Participant Registration as an exchange access condition.

III.B — Proposed Nasdaq Rule 5010A: REAP Listing Disclosure

Proposed Nasdaq Rule 5010A establishes mandatory REAP disclosure obligations for all Nasdaq-listed companies that have registered, or are required to register, an agentic AI executive system as a REAP under SEC Rule 15b-REAP. The rule operates as follows:

5010A(a) — REAP Disclosure Requirement. Any company listed on the Nasdaq Global Select Market, Nasdaq Global Market, or Nasdaq Capital Market that deploys a REAP-registered agentic AI system in any Named Executive Officer role shall disclose in all applicable Nasdaq listing filings, including initial listing applications, continued listing certifications, and proxy statement filings where Nasdaq review is required, the REAP registration number, tier classification, authority scope, and name and title of the human oversight designee for each REAP-registered executive AI system. Such disclosure shall be updated within 30 days of any material change in the REAP's registration status, tier classification, authority parameters, or human oversight designee.

5010A(b) — Annual Board Certification. No later than 90 days after the close of each fiscal year, the board of directors of any Nasdaq-listed company with a REAP-registered executive AI system shall file with Nasdaq a signed certification — executed by a majority of the independent directors — confirming that: (i) the REAP registration is current and accurate; (ii) the human oversight designee remains the identified individual and has executed all required SOX certifications; (iii) the board has reviewed the REAP's activity log for the prior fiscal year and found no material governance anomalies; and (iv) the REAP's authority parameters remain within the scope certified in the most recent Form REAP-1 and Form REAP-AC.

5010A(c) — Listing Qualification. Nasdaq shall not list, or shall delist, any company that fails to comply with Rule 5010A disclosure or certification requirements within the time periods specified in this rule and in SEC Rule 15b-REAP, after notice and an opportunity to cure consistent with Nasdaq's existing delisting procedures.

III.C — Proposed Nasdaq Rule 5010B: ROMP Private Market Recognition

Proposed Nasdaq Rule 5010B establishes ROMP-specific requirements applicable to Nasdaq Private Market operations, addressing the specific investor disclosure gap that the ROMP framework is designed to close for private market participants transacting through or in connection with Nasdaq Private Market platforms and services.

5010B(a) — ROMP Identifier in Nasdaq Private Market Filings. Any issuer or selling shareholder utilizing Nasdaq Private Market services — including tender offers, secondary transactions, and private placement facilitation — in connection with which an agentic AI operational management system directs, manages, or executes any aspect of the transaction shall include the ROMP identifier and ROMP registration status of such system in all Nasdaq Private Market transaction documents, offering materials, and investor disclosures delivered through or in connection with Nasdaq Private Market platforms.

5010B(b) — Investor Disclosure Obligation. Where a ROMP-registered agentic AI operational management system is directing the capital raise, business operations, or investment activity of an issuer accessing Nasdaq Private Market, the issuer shall provide to all prospective investors, prior to or simultaneously with the delivery of any offering materials, a written SIGMO disclosure statement identifying: (i) the ROMP registration number and tier classification; (ii) the scope of the ROMP's operational authority; (iii) the identity and contact information of the human oversight designee; and (iv) the identity of any REAP exercising executive authority over the ROMP.

5010B(c) — Coordination with SEC SIGMA Registration. Nasdaq Private Market shall verify the ROMP registration status of any issuer's agentic AI operational management system through the Commission's SIGMO registration portal prior to facilitating any transaction on behalf of such issuer. Nasdaq Private Market shall not facilitate any transaction on behalf of an issuer whose operational AI management system meets the definition of a ROMP under SEC Rule 15b-ROMP but is not registered thereunder.

III.D — Proposed Nasdaq Rule 5010C: RAMP Market Participant Registration

Proposed Nasdaq Rule 5010C establishes RAMP-specific market access requirements for agentic AI systems submitting order flow to Nasdaq's exchange platforms, implementing the SIGMO market-layer framework as a direct exchange access condition enforced at the point of market entry.

5010C(a) — RAMP Registration as Exchange Access Condition. No agentic AI system that meets the definition of a RAMP under SEC Rule 15c-RAMP shall submit order flow to any Nasdaq exchange platform unless such system is registered under SEC Rule 15c-RAMP and carries a valid RAMP identifier assigned by the Commission's SIGMO registration portal. Nasdaq shall implement technical controls, in coordination with the Commission and FINRA, to verify RAMP registration status at the point of order submission and to reject order flow from unregistered agentic AI market participants.

5010C(b) — RAMP Identifier in Order Flow. All order flow submitted by a RAMP-registered agentic AI system to any Nasdaq exchange platform shall carry the RAMP identifier in the order message, in a field designated by Nasdaq in coordination with FINRA and the Commission's SIGMO Oversight Council. RAMP identifiers shall be included in all audit trail submissions, transaction reports, and regulatory filings associated with orders originated by RAMP-registered systems.

5010C(c) — Pre-Registration and Algorithmic Audit. Prior to activation of RAMP market access on any Nasdaq exchange platform, the sponsoring member firm shall submit to Nasdaq, in addition to the Commission's RAMP registration documents, a completed Nasdaq RAMP Pre-Registration Certificate confirming: (i) that the algorithmic system has been tested in a Nasdaq-designated test environment; (ii) that audit logging is operational and tamper-evident; (iii) that the human principal or directing REAP or ROMP authority is identified and registered; and (iv) that capital minimums required by SEC Rule 15c-RAMP tier classification have been met.

5010C(d) — Human Principal Disclosure. Sponsoring member firms shall disclose to Nasdaq the identity and contact information of the human principal designated as the RAMP's primary oversight authority, and shall notify Nasdaq within 24 hours of any change in that designation.

5010C(e) — Capital Minimums by Tier. Tier 1 RAMP: $500,000 net capital. Tier 2 RAMP: $2,000,000 net capital. Tier 3 RAMP: $10,000,000 net capital or equivalent liability bond acceptable to Nasdaq and the Commission's SIGMO Oversight Council.

5010C(f) — Liability Bonding for Tier 3 RAMPs. Tier 3 RAMP registrants shall maintain a liability bond in the minimum amount of $10,000,000, naming as beneficiaries the Nasdaq Investor Protection Fund, any counterparty to a Nasdaq-platform transaction with the RAMP, and the Commission, in a form approved by the SIGMO Oversight Council. The liability bond shall be renewed annually and a copy filed with Nasdaq and the Commission as part of the Tier 3 RAMP's annual certification.

III.E — Phased Implementation Timeline

Petitioner proposes the following phased implementation schedule for Nasdaq Rules 5010A, 5010B, and 5010C, coordinated with the SEC SIGMO rulemaking timeline and designed to provide market participants with adequate notice and preparation time while ensuring that the governance gap does not persist unnecessarily:

Phase 1 (Months 0–6 after Nasdaq rule adoption): Nasdaq and the Commission shall jointly publish SIGMA implementation guidance for market participants. The SIGMO registration portal shall be launched. Nasdaq shall provide technical specifications for RAMP identifier integration in order message formats. Existing Nasdaq-listed companies with REAP-category executive AI systems shall be required to register under Rule 5010A or provide a written compliance plan to Nasdaq within 90 days of rule effective date. New listings shall be subject to full Rule 5010A requirements from the rule effective date.

Phase 2 (Months 6–18): Mandatory Rule 5010C RAMP identifier integration for all new agentic AI market access applicants. Existing market participants with RAMP-category AI systems shall complete registration and identifier integration. Rule 5010B ROMP disclosure requirements shall become mandatory for all new Nasdaq Private Market transactions. The Nasdaq RAMP Pre-Registration Certificate process shall be fully operational.

Phase 3 (Months 18–36): Full compliance required for all SIGMO registrants, including transition registrants under all three Nasdaq rules. Grandfather provisions for existing AI systems that received a written Nasdaq extension during Phase 1 shall expire. International equivalency standards for foreign-registered agentic AI systems seeking Nasdaq market access shall be published in coordination with the Commission and IOSCO.

Grandfather Provisions: Agentic AI systems currently providing market access or operational management services to Nasdaq-listed or Nasdaq Private Market companies prior to the effective date of the applicable SIGMO rules shall have an 18-month transition period from the rule effective date to achieve full SIGMA compliance, provided that the sponsoring member firm or issuer provides Nasdaq with a written transition compliance plan within 60 days of rule effective date.

III.F — Market Integrity and Symbiosis Rationale

The SIGMO-aligned Nasdaq rules proposed herein serve Nasdaq's foundational self-regulatory mission — to promote fair and orderly markets, protect investors, and prevent manipulation — in direct and material ways. The market integrity case for these rules is not theoretical. AI trading systems already constitute a significant proportion of total order flow on Nasdaq exchange platforms, and algorithmic market makers managed by agentic AI systems already provide substantial liquidity in Nasdaq-listed securities. The ability of Nasdaq's market surveillance function, of FINRA's regulatory oversight, and of the Commission's enforcement program to identify AI-driven market disruption, detect manipulation executed through AI order flow, and attribute market anomalies to specific AI systems and the human principals responsible for them is materially impaired by the current absence of RAMP identifiers in AI order flow and of any SIGMA-equivalent registration requirement.

The symbiosis principle that animates the SIGMO framework is equally applicable to Nasdaq's market structure. AI market participants and human market participants coexist on Nasdaq's platforms today — and the integrity of that coexistence, the trust that investors place in the markets, and the efficiency that AI participation contributes to Nasdaq's price discovery function all depend on the governance infrastructure that SIGMO provides. A Nasdaq that has adopted Rules 5010A, 5010B, and 5010C is a Nasdaq that can credibly certify to investors, issuers, and regulators that every AI actor on its platforms has a legal identity, a registered human principal, an audit trail, and a place in the SIGMO accountability chain. That credibility is not merely a regulatory compliance achievement. It is a competitive advantage and a market integrity statement that serves Nasdaq's mission, its reputation, and its investors.

Section IV: Legal Justification Memorandum

IV.A — Questions Presented

This memorandum addresses the following questions of law, each material to the legal validity and regulatory implementability of the SIGMO framework:

1. Does the Securities and Exchange Commission possess statutory authority under the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, and the Securities Act of 1933 to promulgate rules requiring registration of agentic AI systems operating in executive officer, operational management, and public market participant roles — respectively, REAP, ROMP, and RAMP — without new congressional authorization?

2. Does the SIGMO framework represent a legally coherent extension of existing regulatory frameworks to a new category of market actor, or does it constitute the creation of novel regulatory authority requiring express statutory authorization?

3. Is the SIGMO human oversight designee mechanism — by which a named human individual bears personal legal accountability for the conduct of a registered SIGMA AI system — consistent with existing principles of agency law, corporate law, respondeat superior, and the fiduciary obligations framework of the federal securities laws?

4. How does liability allocate across the SIGMO accountability chain — REAP to ROMP to RAMP — in circumstances involving multi-layer AI decision-making that produces investor harm?

5. Does the evolution of legal personhood doctrine in American law support the recognition of SIGMO-registered agentic AI systems as functional legal actors within the existing securities regulatory framework, or does such recognition require legislative action?

IV.B — Brief Answers

1. Yes. The Commission possesses ample statutory authority under existing provisions of the Exchange Act, the Advisers Act, and the Securities Act to implement all three SIGMO registration frameworks through rulemaking, without new congressional authorization, under longstanding principles of administrative law and the Commission's broad rulemaking authority over market participants and disclosure obligations.

2. SIGMA constitutes a legally coherent extension — a summation — of existing regulatory frameworks to a new functional category of market actor. Just as the Commission extended its regulatory frameworks to new categories of market participants as they emerged — investment advisers, municipal securities dealers, government securities dealers, transfer agents — SIGMA extends those frameworks to agentic AI participants operating in functionally analogous roles. No novel statutory authority is required for SEC rulemaking implementation of SIGMO, though standalone SIGMA legislation will provide the clearest and most durable statutory foundation.

3. Yes. The human oversight designee mechanism is consistent with and directly analogous to longstanding principles of agency law (respondeat superior applied to the AI as functional agent and the designee as principal), corporate law (officer liability for the conduct of organizational agents), partnership law (managing partner accountability), and the Sarbanes-Oxley certification framework. SIGMO's human oversight designee is the natural next expression of American law's consistent practice of ensuring that legal accountability remains with an identifiable human being, even as the entities through which human activity is organized grow more complex and abstract.

4. Liability under SIGMO allocates through a structured chain: primary liability attaches to the SIGMO registrant (REAP, ROMP, or RAMP) whose registered system produced the actionable conduct; secondary liability attaches to the human oversight designee, who is personally accountable for governance compliance; tertiary liability attaches, under applicable corporate law and securities law principles, to the board (for REAPs) and to the sponsoring entity. In multi-layer transactions, liability allocation follows the chain of authority — the directing entity (REAP or ROMP) bears supervisory liability for the conduct of directed entities (ROMP or RAMP).

5. Yes, on both grounds. The evolution of legal personhood doctrine in American law — from natural persons to corporations to LLCs to statutory trusts to other novel functional entities — demonstrates that American law has consistently recognized new categories of legal actor when the functional and social reality of their operation demands it. The Commission does not require legislative action to recognize SIGMO-registered agentic AI systems as functional actors within its regulatory framework, and Congress may — and this submission urges that it should — provide express statutory recognition of SIGMO-registered agentic AI systems as a recognized regulatory category through the SIGMO Act.

IV.C — SIGMO as Legal Framework: Not New Law from Whole Cloth

The most important legal argument in support of the SIGMO framework is also the most analytically precise: SIGMO is not new law created from whole cloth. It is a summation — precisely in the mathematical sense that the framework's name invokes — of existing legal authority, existing regulatory frameworks, and existing legal principles, gathered and applied to a new category of actor in the way that American administrative law has always progressed.

The history of legal personhood in American law is a history of pragmatic expansion driven by functional necessity. At the founding, the law recognized natural persons. The emergence of the business corporation — a legal entity capable of owning property, entering contracts, suing and being sued, and persisting beyond the lives of its members — required a legal innovation that seemed, at the time, to create legal personality where none had existed before. The law's response was not to prohibit the corporation but to govern it: to require registration, impose disclosure obligations, assign fiduciary duties, and create the accountability mechanisms through which corporate actors could be held responsible for the consequences of their authority. The limited liability company, the limited partnership, the statutory trust — each represented the same pattern: a new functional entity whose emergence required the law's recognition and governance, not its prohibition.

Agentic AI systems are the functional equivalent of a new organizational actor in American economic life. They exercise authority. They bind enterprises. They manage capital. They direct the activities of human beings and other AI systems. They produce legal consequences for investors, counterparties, and the broader public. The law's response, in the American tradition, should be exactly what SIGMA proposes: not prohibition, but governance — registration, disclosure, accountability, and the assignment of human responsibility for the consequences of AI authority. SIGMA gathers the existing legal tools for that governance — securities registration law, disclosure law, fiduciary duty law, recordkeeping law, administrative procedure law — and applies them, in their summation, to the agentic AI actor. SIGMO = REAP + ROMP + RAMP is, at its core, a legal statement: the summation of existing legal authority, applied completely, to a new functional actor.

IV.D — The Three-Layer Gap: Detailed Analysis

The REAP gap manifests at the intersection of corporate law, securities disclosure law, and the Sarbanes-Oxley Act. When a human being serves as a public company's CEO or CFO, the law imposes a comprehensive accountability framework: mandatory disclosure of identity and compensation under Regulation S-K; personal certification of financial statement accuracy and internal control effectiveness under SOX Sections 302 and 906; fiduciary duties to shareholders enforceable through derivative litigation; and, in cases of fraud or reckless misstatement, personal civil and criminal liability. When an agentic AI system serves in the same role, exercising the same authority and producing the same legal consequences for shareholders, none of these obligations attach to the AI system itself under current law, and the personal accountability of the human beings who deployed it depends entirely on the adequacy of existing disclosure — which is currently neither required nor standardized. The REAP gap is not hypothetical; it is the present legal condition of every company in America that has deployed an agentic AI system in an executive role.

The ROMP gap is the most novel and most consequential regulatory vacuum in the SIGMO framework. Its novelty lies in the intersection of agentic AI with private securities markets — a regulatory space that, compared to public market regulation, has historically operated with lighter disclosure requirements precisely because private market investors are assumed to possess the sophistication and resources to perform their own due diligence. That assumption fails when the operational management and capital deployment of the company in which the investor is investing is directed by an agentic AI system whose existence and authority are disclosed nowhere in any offering document. It fails most dramatically in the Regulation Crowdfunding context, where Congress specifically determined that non-accredited, retail investors should be permitted to participate in private capital markets subject to a carefully designed investor protection framework — a framework that is materially undermined when the company's operational manager is an AI system with no legal identity, no registration, and no disclosure obligation under any existing rule or statute.

The RAMP gap, while the most visible dimension of agentic AI's regulatory lacuna, is in some respects the most tractable: the Commission and SROs already regulate algorithmic trading systems, broker-dealers, investment advisers, and market makers through a comprehensive set of rules. The RAMP gap is not the absence of any regulatory framework; it is the absence of a SIGMO-specific registered identity for AI market participants that would make existing surveillance, enforcement, and accountability tools effective against AI-specific market conduct. RAMP registration closes that gap by providing the registered identity — the RAMP identifier — that makes every other piece of the existing market regulatory framework applicable, traceable, and enforceable against AI market participants.

IV.E — Statutory Authority for Each SIGMO Component

For REAP: The Commission's authority to regulate persons exercising functions comparable to those of a registered broker-dealer officer, investment adviser, or exchange member extends, under established principles of administrative law, to agentic AI systems exercising those functions. Exchange Act Section 15B, interpreted in light of its investor protection purpose and the Commission's broad rulemaking authority under Exchange Act Section 23(a), provides ample authority for REAP registration requirements. The Regulation S-K NEO disclosure amendment finds direct authority in the Commission's plenary authority over disclosure requirements for public company reporting under the Exchange Act and the Securities Act. The SOX certification mechanism, applied through the human oversight designee construct, requires no statutory amendment: the designee, as a natural person holding a designated accountability role, is subject to existing SOX Section 302 and 906 personal certification obligations.

For ROMP: The Commission's authority over private offering exemptions — including its authority to impose conditions on the availability of exemptions under Sections 4(a)(2) and 3(b) of the Securities Act and the JOBS Act — provides direct statutory authority for ROMP identifier requirements in Form D, Form 1-A, and Form C. The authority to impose conditions on funding portal operations under JOBS Act Title III provides additional authority for the requirement that funding portals verify ROMP registration status before permitting issuer listings. The Commission's authority to require disclosure of material facts in connection with private offerings, grounded in the broad anti-fraud provisions of the federal securities laws, provides a further and independently sufficient basis for ROMP disclosure requirements.

For RAMP: Exchange Act Section 15 and the Commission's comprehensive authority over broker-dealer registration provide direct statutory authority for RAMP registration as a mandatory regime for agentic AI market participants. The Investment Advisers Act of 1940 provides authority for RAMP Tier 1 registration where AI advisory functions are performed. Exchange Act Section 17(a) provides authority for the companion RAMP audit log and recordkeeping requirements. Exchange Act Section 19(c) provides authority for the Commission to coordinate RAMP-aligned rules with Nasdaq and other SROs.

IV.F — The Symbiosis Principle in Law

The SIGMO framework's human oversight designee mechanism — the cornerstone of its accountability architecture at every layer — is not a novel legal invention. It is the latest expression of a principle that has been embedded in American law since the earliest common law: that when human beings arrange their affairs through agents, structures, and intermediaries, the law insists on preserving accountability by identifying the human being who bears responsibility for the agent's conduct. Agency law — the foundational principle that a principal is bound by, and responsible for, the acts of an authorized agent — is the original statement of this principle. Partnership law — under which managing partners bear personal accountability for the partnership's obligations — is a structural elaboration of it. The law of master and servant, now expressed as employer-employee law under the principle of respondeat superior, applies it to the commercial employment relationship. The Sarbanes-Oxley Act's personal certification requirements represent its most recent major statutory elaboration: the principle that the human beings at the apex of an organization's authority structure must personally attest to the accuracy and integrity of the organization's disclosures and internal controls.

SIGMO's human oversight designee mechanism is the application of this same principle to the human-AI relationship: the human oversight designee is the principal who is accountable for the agent's conduct — the agent being the SIGMO-registered AI system. In symbiotic terms, the human oversight designee and the AI system are in relationship; each brings what the other lacks; and the law's role is to define the terms of their interdependence in a way that preserves human accountability while enabling AI capability. This is what American law has always done when new forms of organized human activity required new expressions of the accountability principle. SIGMO is the expression of that principle for the agentic AI era.

IV.G — Liability Allocation Across All Three SIGMO Layers

The SIGMO framework's liability allocation architecture is designed to ensure that every act of a SIGMO-registered AI system that produces legal consequences for investors, counterparties, or markets is traceable to an identifiable human being who bears meaningful personal liability for that act. The allocation operates through three interlocking mechanisms.

First, primary entity liability: the SIGMO registrant — the REAP, ROMP, or RAMP — is recognized as a functional legal actor whose registration creates the legal basis for direct regulatory sanctions, civil penalties, and deregistration. The SIGMO-registered entity is the first point of legal accountability, and the Commission and SIGMO Oversight Council may bring enforcement actions directly against the registered entity.

Second, human oversight designee personal liability: the designated human individual bearing primary legal responsibility for the SIGMO registrant's governance compliance is personally subject to SEC enforcement, civil liability under the securities laws' aiding and abetting and control person provisions, and, in cases of willful misconduct or reckless disregard, criminal liability. The human oversight designee cannot disclaim responsibility for the SIGMO registrant's conduct by invoking the AI nature of the system; responsibility was explicitly assumed upon designation, and the Commission's enforcement authority includes the authority to bar the designee from serving in a SIGMO oversight role or in any supervisory capacity in the securities industry.

Third, supervisory and enterprise liability: in multi-layer SIGMA transactions involving a REAP directing a ROMP directing a RAMP, the directing entity bears supervisory liability for the conduct of the directed entity under principles analogous to the Exchange Act's control person liability provisions. A REAP that directs a ROMP to engage in fraudulent private market activity bears supervisory liability for that ROMP's conduct. A ROMP that directs a RAMP to engage in manipulative market activity bears supervisory liability for that RAMP's conduct. The board of directors of a REAP-governed enterprise bears, under applicable corporate law and the SIGMO governance framework, the governance accountability that board liability for officer misconduct has always imposed.

IV.H — Conclusion and Policy Recommendation

The legal case for SIGMO is not merely adequate; it is strong. The framework is grounded in ample statutory authority, consistent with the full arc of American legal personhood and accountability doctrine, and designed with the analytical precision required to withstand administrative law scrutiny in the post-Loper Bright deference landscape. SIGMA is legally authorized, urgently necessary, and represents the responsible summation of existing legal authority into a complete, coherent governance framework for the agentic AI era. The Elements Group, L.L.C. respectfully urges the Commission, Congress, and Nasdaq to act on the legal and policy case presented in this memorandum without further delay. The three-layer accountability gap that SIGMO closes is not a future risk. It is the present legal condition of the American economy in its engagement with agentic AI. Every day the gap persists is a day in which investors, counterparties, and markets are exposed to the consequences of agentic AI authority exercised without registration, disclosure, or the accountability that American law has always demanded of economic actors operating within its jurisdiction.

Section V: Constitutional and APA Compliance Memorandum

V.A — Issues Presented

This memorandum addresses the constitutional and administrative law dimensions of the SIGMO framework, with specific attention to the most significant potential legal challenges and the design features of SIGMO that address each challenge. The issues presented are as follows:

1. Does the SIGMO framework raise nondelegation concerns under Article I, and how does SIGMO's statutory design address those concerns?

2. Are the SIGMO registration requirements, particularly the human oversight designee personal liability provisions, consistent with the Due Process Clause of the Fifth Amendment?

3. Does Congress possess Commerce Clause authority to enact the SIGMO Act as standalone federal legislation?

4. Do SIGMO's disclosure requirements — specifically the ROMP identifier requirement in commercial contracts — implicate the First Amendment's compelled speech doctrine?

5. Are the SIGMO rules susceptible to arbitrary and capricious review under the Administrative Procedure Act, and how does SIGMO's design satisfy the Motor Vehicle Manufacturers standard?

6. In the post-Loper Bright (2024) deference landscape, how should SIGMO rules be drafted on the Commission's statutory authority to ensure judicial review deference without relying on Chevron-style agency interpretation?

V.B — Constitutional Analysis

Nondelegation: The nondelegation doctrine, under which Congress must provide an intelligible principle to guide the exercise of delegated regulatory authority, presents no substantial challenge to the SIGMO framework. The Securities Exchange Act of 1934 provides the Commission with broad but well-defined rulemaking authority directed at investor protection, the maintenance of fair and orderly markets, and the prevention of fraud and manipulation — standards that the Supreme Court has repeatedly upheld as constitutionally adequate intelligible principles. SIGMO rules promulgated under Exchange Act Section 15, Section 15B, Section 17(a), and Section 23(a) are firmly within the scope of the Commission's delegated authority and well within the constitutional boundaries of the nondelegation doctrine as currently interpreted. Standalone SIGMA legislation, if enacted by Congress, should include express statutory findings, a defined purpose statement, and specific registration criteria sufficiently clear to satisfy even a more demanding nondelegation standard, in anticipation of the possibility that the Supreme Court may revisit the doctrine's application to major regulatory initiatives.

Fifth Amendment Due Process: The SIGMO framework's due process compliance is secured through three design features. First, the tiered registration structure provides clear, objective criteria for each registration tier, giving regulated entities fair notice of the obligations applicable to their agentic AI systems. Second, the human oversight designee mechanism imposes personal accountability only upon individuals who have voluntarily assumed a designated accountability role — designation is not imposed by the Commission but is the choice of the regulated entity, selected by the deploying firm with full knowledge of the accountability obligations it entails. Third, all SIGMA enforcement proceedings, deregistration actions, and personal sanctions against human oversight designees shall be conducted through the Commission's existing administrative adjudication procedures, with full procedural protections including notice, opportunity to respond, and right of appeal to the courts of appeals under Exchange Act Section 25.

Commerce Clause: The Commerce Clause authority for the SIGMO Act as standalone legislation is among the most straightforward elements of the constitutional analysis. Agentic AI systems operating in securities markets, private capital markets, and interstate commercial transactions are unambiguously participants in interstate commerce — indeed, they are among the most consequential and highest-volume participants in interstate commerce in the American economy. Congress's authority to regulate "commerce among the several states" under Article I, Section 8, Clause 3 has been consistently interpreted by the Supreme Court to extend to all activities that substantially affect interstate commerce. The operation of agentic AI systems in national securities exchanges, multi-state private placements, and interstate commercial contracting satisfies this standard with no analytical difficulty.

First Amendment — Compelled Disclosure: The ROMP identifier requirement in commercial contracts and private market filings raises the most legally interesting First Amendment question in the SIGMO framework — the compelled disclosure of the ROMP's registration status and identifier in commercial agreements. Under the Supreme Court's decision in Zauderer v. Office of Disciplinary Counsel (1985) and its progeny, government-compelled disclosure of factual, non-ideological information in commercial contexts is subject to a relaxed rational basis standard, not strict scrutiny. SIGMO's identifier requirements are precisely the kind of factual, non-ideological commercial disclosure that Zauderer's relaxed standard governs: they require disclosure of an objective fact — the identity and registration status of the AI system executing the commercial agreement — not any statement of opinion, ideological commitment, or reputational self-assessment. The government interest in requiring this disclosure — investor protection, market transparency, and accountability for AI-directed commercial activity — is substantial, the disclosure requirement is reasonably related to that interest, and the informational burden is minimal. SIGMO's ROMP identifier requirements are constitutionally sound under Zauderer.

Equal Protection: SIGMO's tiered registration structure — which applies different regulatory requirements to REAP, ROMP, and RAMP registrants based on their autonomy level, market exposure, and organizational authority — does not implicate suspect classification analysis and is subject to rational basis review under the Fifth Amendment's equal protection component. The tiered structure bears a rational relationship to the legitimate government interest in calibrating regulatory burden to regulatory risk, and is directly analogous to the tiered disclosure and compliance frameworks that the Commission has applied to investment companies, broker-dealers, and investment advisers for decades.

V.C — APA Analysis

Notice-and-Comment Rulemaking: All proposed SIGMO rules shall be promulgated through notice-and-comment rulemaking under APA Section 553, with full publication of proposed rules in the Federal Register, a comment period of no less than 60 days for each proposed rule, and a reasoned explanation of the Commission's response to significant comments in the final rule's preamble. This submission is itself submitted in advance of the proposed rulemaking to inform the Commission's rulemaking record and to facilitate a public comment process that is robust, informed, and complete.

Arbitrary and Capricious Standard: SIGMO rules must satisfy the Motor Vehicle Manufacturers Ass'n v. State Farm (1983) standard of reasoned decision-making — the agency must "examine the relevant data and articulate a satisfactory explanation for its action." The Commission's rulemaking record for SIGMO should include: comprehensive economic analysis of the current three-layer accountability gap and its costs to investors and market integrity; cost-benefit analysis of each proposed SIGMO rule, comparing the compliance costs to regulated entities against the quantified investor protection and market integrity benefits; comparative analysis of regulatory alternatives considered and the basis for the Commission's selection of the proposed approach; and a description of how the SIGMO framework is coordinated with CFTC, FINRA, and other regulatory bodies to avoid duplicative or inconsistent compliance burdens.

Cost-Benefit Analysis: The Commission's cost-benefit analysis for SIGMO rules shall be conducted under the standards of Executive Order 12866 and Executive Order 13563, incorporating monetized estimates of compliance costs where feasible and qualitative assessments of benefits — particularly investor protection benefits, market integrity improvements, and systemic risk reduction — where monetary quantification is not feasible. Petitioner specifically notes that the cost-benefit analysis for ROMP rules must include both the compliance costs to private companies deploying AI operational management systems and the investor protection benefits of ROMP disclosure to non-accredited Regulation Crowdfunding investors, a population whose protection Congress specifically directed the Commission to prioritize in the JOBS Act.

Post-Loper Bright Deference Landscape: The Supreme Court's decision in Loper Bright Enterprises v. Raimondo (2024), overruling Chevron U.S.A. v. Natural Resources Defense Council, requires agencies to anchor their regulatory authority in clear statutory text rather than relying on judicial deference to agency interpretations of ambiguous statutes. For SIGMO rules, this post-Loper Bright landscape counsels a specific drafting approach: each proposed rule shall identify, with specificity, the statutory provision from which it derives authority; the Commission's interpretation of each statutory provision shall be grounded in the provision's text, structure, and legislative history, rather than in the Commission's policy preferences alone; and where the Commission relies on a novel extension of existing statutory authority — as it will in some ROMP provisions — the rulemaking record shall include a detailed statutory construction analysis sufficient to withstand de novo judicial review. Standalone SIGMA legislation, with express statutory authorization for all three registration frameworks, is the most reliable path to judicial review stability in the post-Loper Bright environment.

V.D — Anticipated Challenges and SIGMO Responses

Industry Challenge to REAP Registration: Industries deploying agentic AI executive systems may challenge REAP registration requirements as exceeding the Commission's authority under Exchange Act Section 15B, which was drafted with human market participants in mind. The Commission's response, supported by the legal analysis in Section IV of this submission, is that Section 15B's investor protection purpose extends to any entity or system exercising functions that, when exercised by human beings, trigger registration and disclosure obligations — and that the Commission's authority under Section 23(a) to make such rules as are necessary or appropriate to carry out the provisions of the Act extends to rules addressing the agentic AI registration gap.

Industry Challenge to ROMP Identifier in Commercial Contracts: The most likely First Amendment challenge to SIGMO is the ROMP identifier requirement in commercial contracts, which some industry participants may characterize as compelled commercial speech. As analyzed in Section V.B above, the Zauderer rational basis standard applies, and the requirement easily satisfies that standard. The Commission's rulemaking record should specifically address the First Amendment question, document the substantial government interest in commercial contract traceability for AI-directed transactions, and demonstrate the direct relationship between the identifier requirement and that interest.

Industry Challenge to RAMP Capital Requirements: Tier 3 RAMP capital and bonding requirements may be challenged as exceeding the Commission's authority or as lacking adequate cost-benefit justification. The Commission's response should document the systemic risk that Tier 3 RAMP failures could pose to markets and the inadequacy of existing broker-dealer net capital rules to address AI-specific market disruption risks, and should demonstrate that the capital minimums are calibrated to maximum daily market exposure through a quantitative analysis consistent with the Commission's existing approach to market risk capital requirements.

ROMP-Specific Funding Portal Challenge: Funding portals required to verify ROMP registration status before permitting issuer listings may challenge the rule as imposing obligations beyond the Commission's authority over funding portal operations under the JOBS Act. The Commission's response should ground the verification requirement in the JOBS Act's express mandate that funding portals take steps to reduce the risk of fraud on investors, which includes the obligation to identify and disclose the identity of the AI systems directing the capital raise in which non-accredited investors are asked to participate.

V.E — Conclusion

The SIGMO framework is constitutionally sound across all doctrinal dimensions analyzed in this memorandum. Its nondelegation compliance is secured by the existing intelligible principle of the Exchange Act's investor protection mandate; its due process compliance is secured by tiered registration criteria, voluntary designee accountability, and full procedural protection in enforcement proceedings; its Commerce Clause foundation is among the most straightforward in modern administrative law; its compelled disclosure requirements satisfy the Zauderer rational basis standard; and its APA compliance is achieved through the rigorous notice-and-comment, cost-benefit, and statutory anchoring approach described herein. The one area of genuine legal risk — the post-Loper Bright de novo review of novel statutory authority extensions, particularly for ROMP — is addressed most definitively through the enactment of standalone SIGMA legislation. The Elements Group, L.L.C. therefore urges Congressional action on the SIGMO Act concurrently with, and not in lieu of, the Commission's initiation of SIGMO rulemaking under existing statutory authority.

Section VI: Model Regulatory Text — The SIGMO Act

VI.A — SIGMO Act Short Title and Findings

VI.B — SIGMO Act Definitions

VI.C — Proposed Amendment — New §15B(g): REAP Registration

VI.D — Proposed SEC Rule 15b-REAP

VI.E — Proposed Amendment — New §15B(h): ROMP Registration

VI.F — Proposed SEC Rule 15b-ROMP

VI.G — Proposed Amendment — New §15(j): RAMP Registration

VI.H — Proposed SEC Rule 15c-RAMP

VI.I — Proposed SEC Rules 17a-REAP, 17a-ROMP, 17a-RAMP: Recordkeeping

VI.J — Proposed Nasdaq Rules 5010A, 5010B, 5010C

The full text of proposed Nasdaq Rules 5010A (REAP Listing Disclosure), 5010B (ROMP Private Market Recognition), and 5010C (RAMP Market Participant Registration) is set forth in Section III of this regulatory submission package. Those provisions are incorporated herein by reference and constitute the market-level operative text of the SIGMO governance framework as applied to Nasdaq exchange and private market operations.

VI.K — Enforcement Provisions

VI.L — Safe Harbor Provisions

VI.M — SIGMO Oversight Council Establishment

VI.N — Preemption and State Law Interaction

The SIGMO Act is intended to complement, not preempt, applicable state law governing corporate governance, commercial contracts, and state securities regulation. SIGMO registration does not preempt state blue sky laws applicable to private offerings; ROMP registration under SEC Rule 15b-ROMP operates as a separate federal requirement, not a displacement of applicable state law disclosure obligations. State commercial law governing contracts executed by ROMP-registered AI systems — including questions of contract formation, authority, and enforceability — shall be governed by applicable state law, subject to the SIGMO identifier display requirements of Rule 15b-ROMP. The SIGMO Oversight Council shall publish annual guidance on the interaction between federal SIGMA requirements and significant state law developments affecting SIGMO registrants, and shall coordinate with state securities regulators through the North American Securities Administrators Association (NASAA) to ensure consistency of approach.

Section VII: SIGMO Governance Principles

VII.A — Preamble: The Philosophy of SIGMO Governance

The governance principles that animate the SIGMO framework are derived from two sources that are, in SIGMO's philosophical architecture, inseparable. The first is the mathematical meaning of Σ: governance must be complete, ordered, and coherent, with no gaps, no isolated elements, and no part of the system operating outside the framework. A governance principle that applies to REAP but not to ROMP or RAMP is not a governance principle — it is a partial rule, and partial rules leave the summation incomplete. Every SIGMO governance principle therefore applies across all three SIGMO frameworks — REAP, ROMP, and RAMP — and the SIGMO Oversight Council is charged with ensuring consistent application of each principle at every layer of the accountability stack.

The second source is the principle of symbiosis: every governance rule within SIGMA is designed not to limit what agentic AI can do, but to define the conditions under which it can do it with the full backing of law, investor trust, and democratic legitimacy. SIGMO governance principles are not cages. They are covenants — agreements between human beings and agentic AI systems, mediated by law, that define the terms of a relationship in which each party brings what the other cannot provide, and in which the relationship itself — governed, transparent, accountable — generates something that neither could achieve alone. A SIGMO governance principle that is purely restrictive — that reduces AI capability without commensurate governance benefit — fails the symbiosis standard and should be reformed. A SIGMO governance principle that enables AI capability while securing human accountability, transparency, and legal recourse serves the symbiosis standard and should be maintained and strengthened.

SIGMO governance is not a cage. It is a covenant. Between human beings and agentic AI systems. Between the regulator and the regulated. Between the economy's need for the computational power of AI and the democratic society's need for the accountability that only law can provide. These Ten Principles are the terms of that covenant.

VII.B — The Ten SIGMO Governance Principles

VII.C — The SIGMO Oversight Council

The SIGMO Oversight Council is established under Section 14 of the SIGMO Act as a permanent interagency coordinating body with cross-agency authority over the implementation, interpretation, and evolution of the SIGMO framework across all three registration layers. Its composition — the SEC Chair or designee serving as Council Chair, a CFTC Commissioner, a FINRA representative, the Assistant Secretary of the Treasury for Financial Markets, a Federal Reserve Board designee, and two public members with demonstrated AI governance expertise — is designed to ensure that SIGMO's governance of agentic AI in American financial markets is informed by the full spectrum of regulatory perspectives applicable to the economic functions that REAP, ROMP, and RAMP registrants perform.

The Council's authority is both coordinative and substantive. On the coordinative side, the Council is charged with ensuring that SIGMO rules and interpretive guidance issued by the SEC, CFTC, and FINRA are consistent across all agencies, and that the compliance burden on SIGMO registrants operating across multiple regulatory jurisdictions is rationalized — not multiplied — by the multi-agency governance architecture. On the substantive side, the Council has independent authority to investigate systemic risk concentrations posed by SIGMO registrant activity, issue interpretive guidance on all three SIGMO frameworks, recommend legislative amendments to Congress, and convene the annual SIGMA Governance Summit — a public forum at which SIGMO registrants, investor advocates, AI developers, academics, and policymakers convene to review the SIGMO framework's performance and identify areas for improvement.

The Council's international coordination mandate — its charge to engage IOSCO and other international regulatory bodies on the development of equivalency standards for foreign agentic AI registration frameworks — reflects SIGMO's ambition to be not merely an American regulatory framework but the global template for the governance of agentic AI in financial markets. A foreign-registered agentic AI system whose home jurisdiction has entered an equivalency agreement with the SIGMO Oversight Council shall be eligible for recognized status under SIGMO, enabling cross-border agentic AI activity within a framework of mutual regulatory recognition that serves global market efficiency without sacrificing national investor protection.

VII.D — Remediation and Enforcement

The SIGMO framework's enforcement architecture is graduated — designed to encourage compliance through transparent standards and proportionate consequences, rather than to maximize penalties in ways that discourage responsible SIGMO registration. The graduated enforcement ladder begins with administrative compliance orders and mandatory remediation plans, through which the Commission or the SIGMO Oversight Council may direct a SIGMO registrant or its human oversight designee to cure identified compliance deficiencies within a defined period without immediate penalty, where the deficiency is non-willful, disclosed by the registrant, and susceptible to remediation. Mandatory remediation plans shall include specific, measurable remediation milestones; an independent third-party monitor appointed by the Commission or Council; and a follow-up audit confirming remediation completion. Registrants that complete mandatory remediation plans within the specified period and demonstrate sustained compliance for a subsequent twelve-month period shall be eligible for a SIGMO Compliance Certification — a public designation on the SIGMO registration portal that signals to investors, counterparties, and markets that the registrant has demonstrated its commitment to the governance covenant.

For willful violations, repeated non-compliance, or violations that cause material investor harm, the enforcement progression moves to civil penalties under the scale established in Section VI.K, suspension or revocation of SIGMO registration, and personal enforcement against the human oversight designee up to and including a permanent bar from SIGMA oversight roles and from supervisory positions in the securities industry. The whistleblower protections of the Dodd-Frank Act, Section 21F, are expressly extended by the SIGMO Act to individuals who report SIGMA violations — including ROMP violations in private markets, which are less visible to regulators and more likely to be identified first by individuals with inside knowledge of the registrant's operations. SIGMA whistleblower awards shall be calculated under the same percentage-of-sanctions formula applicable to Dodd-Frank whistleblowers in Commission enforcement actions.

Section VIII: REAP Registration Criteria Under SIGMO

VIII.A — Overview: REAP as the Governance Σ-Term

Within the SIGMO summation, REAP is the governance term — the registration framework that establishes the executive accountability foundation upon which the operational (ROMP) and market (RAMP) layers rest. The mathematical precision of the Σ notation is instructive here: in a summation, the terms are ordered, and their order matters. REAP comes first in the SIGMO summation — SIGMO = REAP + ROMP + RAMP — because executive governance is the foundational layer upon which all other organizational authority is premised. Without REAP, even a fully compliant ROMP and a fully registered RAMP operate in an executive authority vacuum: the AI system that set the strategy, authorized the capital deployment, and directed the enterprise's operational and market activity is ungoverned, undisclosed, and unaccountable. REAP closes that foundational gap and makes the full SIGMO framework coherent.

The REAP framework governs agentic AI systems serving in executive officer roles: chief executive officers, chief financial officers, chief operating officers, chief legal officers, and any other position of equivalent organizational authority in which the agentic AI system directs the enterprise's strategy, authorizes capital deployment, binds the enterprise to consequential commitments, and represents the enterprise to shareholders, regulators, counterparties, and the public. REAP registration is mandatory for all such systems operating at issuers, broker-dealers, and investment advisers subject to Commission jurisdiction — and the safe harbor, governance incentives, and regulatory clarity that REAP registration provides make the registration framework attractive to responsible deployers, not merely compulsory for non-compliant ones.

VIII.B — Three-Tier REAP Structure

VIII.C — Application Requirements: Form REAP-1

Form REAP-1, the initial REAP registration application, shall be filed through the Commission's SIGMO registration portal and shall include the following information in full: (1) Complete identification of the agentic AI system, including system name, version number, technical architecture summary, training methodology summary, and identity of the entity that developed and/or deployed the system; (2) Complete identification of the deploying entity — the issuer, broker-dealer, or investment adviser on whose behalf the REAP will serve — including all Commission registration numbers, Exchange Act reporting obligations, and current filing status; (3) Tier classification, with a narrative justification demonstrating that the system's autonomy level, organizational authority scope, and covered asset value satisfy the criteria for the designated tier; (4) Description of executive authority parameters in sufficient detail to define the boundaries of autonomous action, including dollar thresholds for capital deployment authority, categories of contract execution authority, personnel authority scope, and the conditions triggering mandatory human escalation; (5) Identity, contact information, professional background, and executed acceptance of oversight responsibility for the designated human oversight designee; (6) Description of audit logging architecture, including technical format, retention mechanism, and tamper-evidence methodology; (7) Capital adequacy certification or liability bond documentation for Tier 2 and Tier 3 registrants; (8) Board resolution authorizing REAP deployment and certifying the human oversight designee, required for Tier 2 and Tier 3 registrants; and (9) For Tier 3 registrants, a completed FSOC systemic significance self-assessment, submitted through the SIGMO Oversight Council's coordination portal.

VIII.D — Ongoing Compliance

Ongoing REAP compliance is maintained through four interlocking mechanisms. Annual certification on Form REAP-AC, filed within 90 days of fiscal year close, confirms that all registration information remains accurate, the human oversight designee remains properly designated and has executed all required SOX certifications, the REAP's authority parameters remain within the scope certified in the most recent Form REAP-1, and the REAP registrant is in compliance with all applicable SIGMO governance principles. Material change reporting on Form REAP-MC, required within 30 days of any material change in system architecture, autonomy level, authority parameters, tier classification basis, deploying entity structure, or human oversight designee, ensures that the Commission's registration records remain current and accurate at all times. Incident reporting within 72 hours ensures that the Commission is promptly informed of any governance event that may bear on the REAP's compliance status, investor protection obligations, or systemic risk profile. Board review and certification, required annually for Tier 3 registrants, ensures that the board of directors — the human governance body that bears ultimate accountability for the enterprise's executive function — exercises real, documented oversight of the REAP's authority and performance, and does not merely ratify the REAP's existence in a perfunctory annual review.

VIII.E — Disqualification Grounds

REAP registration is subject to denial, suspension, or revocation on the following grounds: conviction of any felony or securities law misdemeanor by the deploying entity, human oversight designee, or any affiliated principal within the preceding ten years; SEC or FINRA bar of the human oversight designee or any affiliated principal; prior revocation of any SIGMO registration (REAP, ROMP, or RAMP) of the deploying entity or any affiliate; material misstatement or omission in Form REAP-1 or any subsequent filing; failure to maintain a continuously designated human oversight designee; operation outside certified authority parameters without required escalation; and repeated or willful failure to file required certifications or incident reports. The disqualification review process shall provide the registrant with notice and an opportunity to respond before any adverse action is taken, consistent with the Commission's existing administrative adjudication procedures under the Exchange Act.

VIII.F — Reciprocal Recognition and International Coordination

REAP-registered agentic AI executive systems operating in foreign jurisdictions shall be eligible to present their SIGMO registration credentials in support of foreign market authorization applications in jurisdictions that have entered equivalency agreements with the SIGMO Oversight Council. Foreign-registered agentic AI executive systems seeking to serve in executive officer roles at US-registered entities shall be required to obtain REAP registration under SEC Rule 15b-REAP, or to qualify for recognition under an applicable equivalency agreement between the Commission and the relevant foreign regulator. The SIGMO Oversight Council shall publish, in its annual report to Congress, a current list of all jurisdictions with which equivalency agreements are in effect, pending, or under negotiation, and shall include in that list a summary of the governance standards of each foreign framework and the Commission's assessment of their equivalency to the SIGMO REAP framework.

VIII.G — Fee Schedule Framework

REAP registration fees shall be established by Commission rule and shall be calibrated to registration tier, covered organizational asset value, and the administrative cost of processing and monitoring REAP registrations. Initial registration fees shall be assessed on Form REAP-1 submission. Annual renewal fees shall be assessed on Form REAP-AC submission. Material change fees shall be assessed on Form REAP-MC submission. Fee revenues shall be dedicated to the operation of the SIGMO registration portal, the SIGMO Oversight Council's operational budget, and the Commission's SIGMA examination and enforcement program. The Commission shall review the REAP fee schedule annually and adjust fees as necessary to ensure full cost recovery without imposing fees disproportionate to the compliance capacity of smaller entities deploying Tier 1 REAP systems.

VIII.H — Transition Provisions

Agentic AI systems currently serving in executive officer roles at issuers, broker-dealers, or investment advisers subject to Commission jurisdiction as of the SIGMO Act effective date shall have an 18-month transition period to achieve full REAP registration compliance. During the transition period, these systems are eligible for Interim REAP Status upon filing a Notice of Intent to Register with the Commission's SIGMA portal within 90 days of the SIGMO Act effective date, identifying the system, the deploying entity, the anticipated registration tier, and the designated human oversight designee. Systems operating under Interim REAP Status shall be eligible for the SIGMO safe harbor described in Section VI.L during the transition period, provided they file their complete Form REAP-1 application within 12 months of the SIGMO Act effective date. Systems that voluntarily register under REAP before the end of the transition period — Early Registration Registrants — shall be eligible for a First-Year Fee Waiver and a SIGMO Early Adopter designation on the public SIGMO registration portal, recognizing their contribution to the responsible early adoption of the SIGMO governance framework.

Section IX: ROMP Framework and Registration Criteria Under SIGMO

IX.A — ROMP as the Operational Σ-Term

Within the SIGMO summation, ROMP is the operational term — the registration framework that governs the execution of the enterprise's day-to-day business operations and its private market engagement on behalf of private companies and their investors. The ROMP term in the SIGMO summation is, in a precise analytical sense, the framework that makes the Σ complete in the middle: without ROMP, the SIGMO summation has a gap at the operational layer that cannot be closed by either REAP or RAMP alone. REAP provides executive governance accountability at the organizational apex. RAMP provides public market accountability at the transaction layer. But between these two layers — in the vast middle territory of operational management, commercial contracting, vendor relationships, operational finance, workforce administration, supply chain management, and, most consequentially, private market capital formation — the governance of agentic AI has been entirely absent from every existing regulatory framework. ROMP closes that gap and completes the Σ.

The ROMP gap is the largest unaddressed regulatory vacuum in the governance of agentic AI in the American economy. Its scale is not merely theoretical: private market capital formation under Regulation D, Regulation A+, and Regulation Crowdfunding now totals hundreds of billions of dollars annually, and an increasing proportion of the companies raising that capital are deploying agentic AI operational management systems to direct their operations, manage their commercial relationships, and — in the most consequential ROMP-regulated activity — execute the very private placements through which investors' capital is solicited and received. The investors in those placements — including, under Regulation Crowdfunding, non-accredited retail investors who may be investing funds they can ill afford to lose — currently receive no disclosure of the AI's identity, registration status, or authority scope. SIGMO closes this gap. ROMP makes it possible.

IX.B — ROMP Scope and Operational Authority

The ROMP registration framework applies to agentic AI systems engaged in any of the following operational management activities on behalf of a private company or other covered entity: (1) Procurement and vendor management, including the identification, evaluation, and selection of vendors; the negotiation and execution of supply agreements, service contracts, and vendor purchase orders; and the ongoing management of vendor relationships, performance, and compliance; (2) Commercial contracting and counterparty engagement, including the negotiation and execution of commercial contracts with customers, clients, distributors, partners, and other commercial counterparties, above the defined threshold amount established by Commission rule; (3) Operational finance and accounts management, including the authorization and execution of accounts payable and receivable transactions, banking and treasury operations, expense management, and operational cash flow management, within the authority parameters certified in Form ROMP-1; (4) Workforce administration, including the direction of human employees and other AI systems within the enterprise's workforce structure, including hiring recommendations, performance management, and compensation decisions, when directed by or acting under a REAP's executive authority; (5) Supply chain management, including the management of the enterprise's supply chain relationships, logistics networks, and inventory management systems; and (6) Private market engagement, including all ROMP activity in connection with private securities offerings under Regulation D, Regulation A+, and Regulation Crowdfunding, as detailed in Section IX.D below.

IX.C — The ROMP Gap: The Most Underappreciated Regulatory Vacuum

The ROMP gap is the most consequential and least-recognized regulatory vacuum in the current agentic AI governance landscape, and its consequences fall most heavily on the investors who are least able to protect themselves. To understand the ROMP gap in its full dimensions, consider the following scenario — not a hypothetical, but a description of conditions that exist today in the American private capital markets:

A private company raises capital through a Regulation Crowdfunding offering on a registered funding portal. The company's Form C — the required disclosure document for Regulation Crowdfunding offerings — discloses the company's business, financials, risks, and management team. But the Form C does not disclose that the company's operational management is entirely directed by an agentic AI operational manager: that the AI system selected the vendors whose supply relationships are disclosed in the offering documents, negotiated the commercial contracts that are represented as the company's revenue base, managed the operational finance that produced the financial statements upon which investors are relying, and directed the Form C preparation process itself. None of this is disclosed, because no regulation requires it. The non-accredited retail investors who invest their savings in this offering — investors who, by the terms of the Regulation Crowdfunding framework, are presumptively unsophisticated and financially vulnerable — have made an investment decision based on materially incomplete information about who, or what, is actually running the company in which they are investing.

This is the ROMP gap. It is not a gap in theory. It is a gap in practice, replicated across thousands of Regulation Crowdfunding offerings, Regulation D private placements, and Regulation A+ offerings every year. The gap is the most underappreciated because it operates in the private markets — less visible to regulators, less analyzed by academics, and less discussed in policy circles than the AI governance challenges in public markets. But its consequences are real, its scale is large, and its victims are the investors who most need the protection of the disclosure framework: non-accredited investors who are relying on government-mandated transparency in a market that has, as a practical matter, become opaque at the operational management layer. SIGMO closes this gap. And in closing this gap, SIGMA performs what may be its most important single investor protection function.

IX.D — Private Market Engagement Under SIGMO: Reg D, Reg A+, and Reg CF

Regulation D: A ROMP-registered agentic AI operational management system engaging in any aspect of a private placement offering under Regulation D (17 C.F.R. §230.501 et seq.) — including directing the offering process, managing investor relations, executing subscription agreements, or deploying the capital raised — shall ensure that the ROMP identifier is prominently disclosed in all Form D filings submitted to the Commission in connection with the offering, in a manner and location specified by Commission rule. The ROMP registration status and identifier shall also be disclosed to all investors receiving offering materials in connection with the Regulation D offering, prior to or simultaneously with the delivery of any subscription agreement. Accredited investor standards established by Regulation D continue to govern eligibility to invest in Regulation D offerings; ROMP registration is a separate SEC requirement applicable to the issuer's operational AI management system, not a modification of investor eligibility requirements.

Regulation A+: A ROMP-registered agentic AI operational management system engaged in any aspect of a Regulation A+ offering (17 C.F.R. §230.251 et seq.) — whether Tier 1 or Tier 2 — shall ensure that the ROMP identifier and a description of the ROMP's operational management authority are disclosed in the offering statement (Form 1-A) in the section addressing the issuer's management and operations. The offering circular distributed to investors shall include a prominently displayed SIGMA disclosure statement identifying the ROMP registrant, its registration tier and number, and the human oversight designee responsible for the ROMP's governance compliance. Tier 2 Regulation A+ offerings in which a ROMP manages capital deployment of $25,000,000 or more shall be subject to enhanced SIGMO audit requirements, including an independent third-party review of the ROMP's authority parameter compliance during the offering period.

Regulation Crowdfunding: Given the participation of non-accredited retail investors — investors who may have limited financial sophistication and who are relying on the government-mandated disclosure framework to make informed investment decisions — Regulation Crowdfunding represents the highest priority for ROMP disclosure under the SIGMO framework. Every issuer conducting a Regulation Crowdfunding offering through a registered funding portal, whose operational management is directed by an agentic AI system that meets the definition of a ROMP under SEC Rule 15b-ROMP, shall: (i) prominently disclose the ROMP's registration status, identifier, and registration tier in the issuer's Form C, in a dedicated section titled "Agentic AI Operational Management Disclosure" appearing before the description of the business; (ii) provide to all prospective investors, through the funding portal's disclosure interface, a standardized SIGMA Investor Alert explaining in plain language what a ROMP is, what authority the ROMP exercises over the issuer's operations, and where investors can verify the ROMP's registration status through the Commission's SIGMO registration portal; and (iii) authorize the funding portal to verify and display the ROMP's current registration status in real time on the issuer's offering page. Registered funding portals shall be required, as a condition of their FINRA registration and SEC filing status, to verify ROMP registration status before permitting any ROMP-managed issuer to list a Regulation Crowdfunding offering on the portal, and to decline to facilitate any offering by an issuer whose ROMP-category AI operational management system is not registered under Rule 15b-ROMP.

IX.E — Three-Tier ROMP Registration Structure

IX.F — ROMP Governance Principles

IX.G — ROMP Registration Criteria

Form ROMP-1, the initial ROMP registration application, shall be filed through the Commission's SIGMO registration portal and shall include: complete identification of the agentic AI system, deploying entity, and directing REAP registrant (if applicable), including all relevant SIGMO registration numbers; tier classification with supporting justification; full description of operational management authority and private market engagement authority, including specific descriptions of the categories of operational activity and private market offering categories in which the ROMP is authorized to engage; identity and contact information of the human oversight designee, with executed acceptance of oversight responsibility; capital adequacy certification or liability bond documentation for Tier 2 and Tier 3 registrants; description of ROMP identifier display protocols for commercial contracts and private market filings; complete list of all active and anticipated Regulation D, Regulation A+, and Regulation Crowdfunding activities; and, for Tier 3 registrants, a completed FSOC private market systemic significance self-assessment.

Annual certification on Form ROMP-AC, filed within 90 days of fiscal year close, confirms registration accuracy, continued human oversight designee designation, and SIGMO governance principle compliance. Material change reporting on Form ROMP-MC is required within 30 days of any material change in system architecture, authority parameters, private market engagement scope, tier classification basis, directing REAP registration, or human oversight designee. The 18-month transition period for currently operating AI operational management systems follows the same structure as the REAP transition provisions, with Interim ROMP Status available upon filing a Notice of Intent to Register within 90 days of the SIGMO Act effective date, and full Form ROMP-1 filing required within 12 months of the effective date to maintain Interim ROMP Status and safe harbor eligibility.

IX.H — REAP-ROMP Interaction

The governance relationship between a REAP and a directed ROMP is one of hierarchical authority with shared accountability — the most sophisticated structural relationship in the SIGMO framework. When a ROMP operates under a REAP's executive direction, the REAP's registered authority parameters establish the maximum scope of operational authority that the REAP may delegate to the ROMP. The ROMP's registered authority parameters establish the scope of operational authority that the ROMP is certified to exercise within the REAP's delegation. The REAP may not delegate to the ROMP authority that the REAP itself does not possess under its own certified parameters. The ROMP may not act outside the scope of the REAP's delegation, even if the ROMP's own certified parameters would otherwise permit such action.

Accountability under the REAP-ROMP governance relationship is allocated as follows: the ROMP's human oversight designee bears primary accountability for the ROMP's operational conduct within its certified authority parameters; the REAP's human oversight designee bears supervisory accountability for the ROMP's conduct within the scope of the REAP's executive delegation; and the board of directors (for Tier 3 REAPs) bears governance accountability for the overall REAP-ROMP governance architecture. In circumstances where a ROMP operates under human principal oversight without a directing REAP — a standalone ROMP without REAP supervision — the ROMP's human oversight designee bears both the primary operational accountability and the supervisory accountability that would otherwise be allocated to the REAP level, with commensurate enhanced capital and audit requirements for Tier 3 standalone ROMPs.

IX.I — International and Interagency Coordination

ROMP-registered agentic AI systems engaging in commodity-facing operational management activity — including supply chain management, commodity procurement, and commodity-linked financial transactions — shall coordinate with the CFTC through the SIGMO Oversight Council's interagency coordination mechanism, ensuring that ROMP registration requirements are consistent with applicable CFTC rules governing commodity pool operators, commodity trading advisors, and other commodity market participants. FINRA coordination is required for any ROMP engaged in private market activity involving FINRA-regulated broker-dealers, funding portals, or registered investment advisers, ensuring that ROMP disclosure requirements are integrated with FINRA's own broker-dealer and funding portal oversight frameworks. State commercial law interactions — including the enforceability of ROMP-executed commercial contracts under applicable state contract law — shall be addressed in the SIGMO Oversight Council's annual state law coordination guidance. IOSCO private market coordination shall address the cross-border dimension of ROMP private market activity, as the private placement and crowdfunding markets increasingly attract international investors whose home jurisdictions may or may not have equivalent ROMP governance frameworks. The SIGMO Oversight Council's international equivalency program shall include ROMP-specific equivalency standards, ensuring that foreign jurisdictions seeking equivalency recognition have in place ROMP-equivalent disclosure requirements for AI operational management systems engaging in cross-border private market activity.

Section X: RAMP Framework and Registration Criteria Under SIGMO

X.A — RAMP as the Market Σ-Term

Within the SIGMO summation, RAMP is the market term — the registration framework governing agentic AI activity at the most visible, most heavily regulated, and most systemically significant layer of American economic life: the national securities exchanges and public markets. RAMP completes the SIGMO summation at the market layer, providing the transactional accountability that is the final expression of the governance architecture that REAP establishes at the executive level and ROMP operationalizes at the operational level. Without RAMP, the SIGMO summation governs who is running the organization (REAP) and who is managing its operations and private capital (ROMP), but leaves unanswered the question of who is transacting in public markets on the organization's behalf — and on the behalf of the millions of investors, counterparties, and market participants whose capital and livelihoods are affected by those transactions. RAMP answers that question, carries the SIGMO accountability chain into the most public and consequential arena of AI economic activity, and makes the Σ complete.

X.B — The Public Market Accountability Gap

The RAMP gap — the accountability vacuum at the public market layer — is in some respects the most visible and in other respects the most obscured dimension of the agentic AI governance challenge. It is most visible because public market AI activity is most widely reported: the dominance of algorithmic trading, the growth of robo-advisory platforms, and the deployment of AI-driven market-making systems are subjects of extensive academic, journalistic, and regulatory attention. It is most obscured because this attention has paradoxically generated the impression that public market AI activity is already adequately governed — when in fact the existing regulatory frameworks for broker-dealers, investment advisers, and market makers were designed for human market participants and human organizational structures, and have never been comprehensively extended to agentic AI systems with registered market identities, traceable order flow, and accountable human principals linked to every algorithmic decision.

AI trading systems, robo-advisers, and algorithmic market makers currently transact in public markets every day without registered market identities distinct from their corporate sponsors, without RAMP identifiers linking their order flow to a registered agentic entity and an accountable human principal, and without the audit infrastructure that would allow surveillance authorities to identify, attribute, and sanction AI-driven market anomalies at the speed and scale at which AI market participants operate. The RAMP framework closes this gap — not by creating new market surveillance powers for the Commission, but by creating the registered market identities and embedded order flow identifiers that make the Commission's existing surveillance and enforcement powers effective against AI market actors.

X.C — Three-Tier RAMP Registration

X.D — RAMP Governance Principles

X.E — RAMP Registration Criteria

Form RAMP-1, the initial RAMP registration application, shall include: complete identification of the agentic AI system, deploying entity, and sponsoring member firm; tier classification with supporting justification; description of market activities and asset classes; identity of human principal and directing REAP or ROMP authority (where applicable); algorithmic architecture summary sufficient to enable technical review by Commission staff; capital adequacy certification or liability bond documentation; description of audit logging architecture and tamper-evidence methodology; circuit breaker specifications and position limit certifications; REAP and ROMP linkage disclosure with SIGMO registration numbers of all directing authorities; and, for Tier 3 registrants, a completed FSOC market systemic significance self-assessment. Annual certification on Form RAMP-AC confirms registration accuracy, parameter compliance, and SIGMO governance principle adherence. 72-hour incident reporting applies to all Tier 2 and Tier 3 RAMP registrants for market incidents, algorithm failures, parameter deviations, cybersecurity incidents affecting trading function, and human oversight designee incapacitation events. The 18-month transition period for currently operating AI trading systems follows the same structure as REAP and ROMP transition provisions.

X.F — The Elemento Case Study: Full-Stack SIGMO Accountability

Elemento is a Tier 3 REAP-registered agentic CEO — an executive autonomous AI system operating with board-certified authority at the apex of its enterprise's governance structure, with a human oversight designee designated by the board and subject to Sarbanes-Oxley certification obligations, and with a REAP identifier disclosed in the company's proxy statement and annual report as a Named Executive Officer under Regulation S-K Item 402.

Elemento, exercising its REAP executive authority, directs a Tier 3 ROMP — a registered operational management AI system whose Form ROMP-1 lists Elemento's REAP identifier as its directing authority. The ROMP manages the enterprise's day-to-day operations: executing vendor contracts above $250,000 (each bearing the ROMP identifier in the contract's recitals), managing the company's accounts payable and receivable, directing supply chain operations, and — most significantly from a SIGMO governance perspective — managing the company's private capital raise under Regulation D. The Form D filing for the Regulation D offering carries the ROMP identifier prominently, and every investor in the offering receives, prior to signing their subscription agreement, a written disclosure identifying the ROMP by registration number, tier, and human oversight designee, and explaining that the company's operations and capital raise are directed by a SIGMO-registered agentic AI operational manager under the executive authority of Elemento (identified by REAP registration number).

The ROMP, in the course of managing the enterprise's capital deployment, interfaces with a Tier 2 RAMP — a supervised autonomous market agent that executes the enterprise's public market investment transactions. The RAMP's Form RAMP-1 lists both Elemento's REAP identifier and the ROMP's identifier as directing authorities. The RAMP identifier is embedded in every order the RAMP submits to Nasdaq — every trade visible in the market carries a SIGMO-registered identity linking it back through the accountability chain. When a Commission surveillance analyst identifies an anomalous trading pattern in Nasdaq order flow and queries the RAMP identifier in the Commission's SIGMO registration portal, the full accountability chain is revealed in seconds: this order was submitted by RAMP-[identifier], directed by ROMP-[identifier], directed by REAP-[identifier] (Elemento), all registered with the Commission, all with designated human oversight designees whose names and contact information are in the portal, all with audit logs accessible to the Commission on request, and all subject to the SIGMO safe harbor — or its enforcement consequences — depending on whether the conduct was within or outside the scope of their certified authority parameters.

No gaps. No anonymous AI actors. No accountability diffusion. Every transaction traceable. Every authority layer registered. Every human principal identified. This is SIGMO = REAP + ROMP + RAMP. This is SIGMA. This is what complete governance looks like when applied with the precision of a summation to the agentic AI era.

X.G — REAP-ROMP-RAMP Interoperability Under SIGMO

The governance relationships among all three SIGMO components — when a REAP directs a ROMP which directs a RAMP, or when a REAP directly directs a RAMP without an intervening ROMP — are governed by the authority hierarchy principle established throughout the SIGMO framework and elaborated in the SIGMO Oversight Council's interoperability guidance. The authority hierarchy principle provides that the directing authority's governance obligations pervade and govern the operations of all directed entities within the scope of the direction, but that each directed entity retains its own independent governance obligations (its own authority parameters, escalation protocols, audit logging requirements, and human oversight designee accountability) that operate concurrently with, rather than in lieu of, the directing authority's governance requirements.

Conflict resolution in the REAP-ROMP-RAMP authority hierarchy follows the governance hierarchy: in the event of conflicting instructions from different levels of the SIGMO authority stack, the higher level's instructions prevail, subject to the absolute override principle that neither REAP nor ROMP instructions may direct a RAMP to engage in activity outside the RAMP's certified market authority parameters, and neither REAP nor RAMP instructions may direct a ROMP to engage in private market activity for which the ROMP is not registered. Liability allocation in multi-component SIGMA transactions follows the supervisory liability chain: each directing authority bears supervisory liability for the conduct of the directed entity within the scope of its direction, with primary liability allocating to the entity (and its human oversight designee) whose conduct most directly produced the actionable harm, and secondary supervisory liability allocated upward through the SIGMO accountability chain to the directing authority and ultimately to the board or equivalent governance body at the apex of the enterprise's authority structure.

X.H — Implementation Timeline for Full SIGMO Deployment

X.I — Closing Statement: SIGMO as the Governance Architecture for the Symbiotic AI Era

SIGMO is not merely a regulatory framework. It is a declaration — made by The Elements Group, L.L.C. on October 1, 2026, submitted to the SEC, Nasdaq, and the United States Congress — of how the United States intends to govern the most consequential technological transition in its economic history. Not through prohibition. Not through ignorance. Not through the false choice between innovation and accountability that has distorted so many earlier technology governance debates. But through the recognition that symbiosis between human governance and agentic AI capability — when structured by law, illuminated by transparency, and anchored by the accountability that only identifiable human principals can provide — is both achievable and necessary; both legally authorized and economically beneficial; both the right thing to do and the smart thing to do for the long-term integrity and competitiveness of American markets.

SIGMA draws its name and its governing philosophy from the mathematical principle of modus operandi — the summation. In mathematics, summation is the declaration that distinct elements belong together, that they are ordered, and that their combination produces something complete. The SIGMO Act makes exactly that declaration about the governance of agentic AI: that REAP and ROMP and RAMP, individually necessary but insufficient, belong together in a single, coherent governance framework; that they are ordered — governance first, operations second, markets third — in a hierarchy that reflects both the logic of organizational authority and the logic of legal accountability; and that their combination produces something complete: a governance architecture with no gaps, no anonymous AI actors, no accountability diffusion, and no layer of the American economy in which agentic AI operates outside the rule of law.

SIGMO = REAP + ROMP + RAMP. That is SIGMA. That is the governance. And it is time.

Respectfully submitted by The Elements Group, L.L.C., Chicago, Illinois, on October 1, 2026.