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ISSUER-AUTHORIZED SECONDARY MARKETS

Secondary Markets
Built With the Issuer,
Not Around Them

LIQUIFI works directly with private companies to create issuer-authorized secondary transaction structures with issuer-defined conditions, organized inside purpose-built SPVs. Full cap table control. Designed to support compliant secondary transactions. Full transparency.

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Built on Venture360. The operating system for venture capital, trusted by thousands of funds managing billions in private assets.

HOW ISSUER-AUTHORIZED TRANSACTIONS WORK

Issuer Works with LIQUIFI

Company defines transaction rules, eligible buyers, pricing bands, and transfer conditions

Custom SPV Structure Created

SPV organizes information rights, transaction windows, investor eligibility, and reporting requirements

Approved Investors Transact

Qualified buyers and sellers transact within issuer-defined parameters facilitated by LIQUIFI

Issuer Retains Full Control

Every transaction is visible, approved, and compliant with the company's transfer restrictions

HOW ISSUER-AUTHORIZED TRANSACTIONS WORK

A New Model for Secondary Transactions

The issuer is in control from start to finish. Every step is designed around their requirements.

STEP 1

Issuer Works with LIQUIFI

The company defines the transaction rules: who can participate, pricing bands, volume limits, eligible buyer criteria, and transfer conditions. Everything starts with the issuer's approval.

STEP 2

Custom SPV Structure Created

A purpose-built SPV is created that organizes information rights, transaction windows, investor eligibility, reporting requirements, and all conditions into an enforceable legal structure.

STEP 3

Approved Investors Transact

Qualified buyers and sellers transact within the issuer-defined parameters facilitated by LIQUIFI. Every transaction operates inside the boundaries the company set.

STEP 4

Issuer Retains Full Control

Every transaction is visible to the issuer, compliant with transfer restrictions, and recorded with a clean chain of custody. Cap table integrity is maintained at every step.

Cap table integrity maintained at every step.
No unauthorized transfers. No surprises.

THE PROBLEM

The Secondary Market Is Broken

Other firms have been selling access to private company shares without authorization from the issuing companies. The result: voided transactions, frozen capital, and investors holding positions that don't legally exist.

Unauthorized Transfers

Firms facilitating share transfers without company approval. Anthropic recently named 8 firms and declared those transactions void.

Unverifiable Holdings

Multi-layer structures where no one can confirm actual shares exist at the bottom of the stack.

IPO Verification Cliff

When companies go public, unverified holders can't convert. The exit that was promised becomes the moment the structure collapses.

THE SOLUTION

Work With the Issuer. Not Around Them.

LIQUIFI works directly with private companies to facilitate issuer-authorized secondary transactions. The issuer sets the rules. The SPV organizes the terms.

Custom Transaction Structure

Each issuer gets a bespoke structure with their own transaction windows, pricing parameters, eligible buyer criteria, and volume limits.

Purpose-Built SPVs

SPVs organize information rights, transaction conditions, reporting requirements, and investor eligibility into a clean, enforceable structure.

Issuer-Controlled Transfers

Every transaction is visible to and approved by the issuing company. No unauthorized transfers. No cap table surprises.

Limited Information Rights

SPV structures define exactly what information investors receive, protecting the issuer's confidential data while maintaining transparency.

Regulatory Compliance

Transaction conditions are structured to help keep holder counts below SEC reporting thresholds. The issuer maintains private company status on their terms.

Aligned Incentives

Issuers get cap table control. Investors get verified access. Fund managers get transparent, administrable structures.

DESIGNED FOR EVERY STAKEHOLDER

A Better Model That May Benefit Everyone

For Issuers

Define exactly who can participate, when, and at what price
Maintain full cap table visibility and control
Stay below SEC reporting thresholds
Custom transaction windows aligned with your calendar

For Investors

Verified, issuer-authorized access to private equity
No risk of voided transactions
Clean chain of custody from issuer to your position
Defined information rights and transparent reporting
Legitimate exit path at IPO

For Fund Managers

Administrable SPV structures with clear terms
Automated portfolio sync through Venture360
GP-controlled trading parameters per vehicle
Unified reporting across all holdings
No legal exposure from unauthorized transfers
THE RIGHT TOOL, THE RIGHT WAY

SPVs Are Incredibly Powerful.
They Just Need the Right Framework.

The problem was never SPVs. The problem was firms using SPVs to bypass issuers instead of working with them.

LIQUIFI uses SPVs the way they were meant to be used: as organizational tools that structure rights, obligations, and transaction conditions into a clean, enforceable vehicle.

When an issuer works with LIQUIFI, the SPV becomes the mechanism that organizes the secondary transaction. It defines who can participate, what information they receive, when transaction windows open, and how transactions are reported.

Same tool.
Fundamentally different approach.
Completely different outcome.

OLD MODEL
NEW MODEL
Firm bypasses issuer
Firm works with issuer
SPV hides ownership layers
SPV organizes transaction conditions
Issuer discovers transactions after the fact
Issuer defines and approves every transaction
Unverifiable chain of custody
Clean, auditable ownership chain
Voided transactions at IPO
Seamless conversion at liquidity event

Ready to Build a Better Market?

Whether you're an issuer looking to offer compliant secondary liquidity, or an investor seeking verified access to private companies, LIQUIFI facilitates secondary transactions designed to work for all parties.

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For accredited investors only. By signing up you agree to our Terms of Service .

DISCLAIMERS & DISCLOSURES

As of February 2, 2026

Securities Disclaimer

The following disclaimers and disclosures are made by Liquifi, LLC and its affiliates (collectively, "Liquifi") concerning the information displayed on or made available via Liquifi's Platform. Use of the Platform and these disclaimers and disclosures are subject to the Platform's Terms of Use; any capitalized term used but not defined in these disclaimers and disclosures will have the meaning provided in the Platform Terms of Use.

Liquifi does not (i) advise parties on the merits of a particular transaction, (ii) assist in negotiation, transaction, or financial dealings between users or with the issuer of company shares, (iii) assist in the fair market value of any security or investment, or (iv) provide legal, tax or advisory services to its users. An offer or solicitation can be made only by delivering the final offering and purchase document(s) and will be subject to the terms and conditions and risks delivered in such documents.

Valuations are approximate based on analysis of data that has been publicly disclosed. The public information incorporated into Liquifi's analysis may be incomplete and has not been independently corroborated by Liquifi. There may exist material non-public information that impacts valuation. Valuations are intended to be illustrative rather than definitive and are subject to change. Investors should conduct their research and analysis on companies of interest and not rely on Liquifi's analysis.

All investment opportunities are based on non-binding indications of interest from sellers and will need to be confirmed. Opportunity size and price-per-share figures do not include transaction fees or fees charged by Liquifi LLC, a FINRA-registered broker-dealer.

Investing in private company securities is not suitable for all investors. An investment in private company securities is highly speculative and risky, and should only be considered a long-term investment. You must be prepared to withstand a total loss of your investment. Private company securities are also highly illiquid, and there is no assurance that your investment objectives will be attained or that a market will develop for such securities.

Under no circumstances should any person make trading decisions based solely on the information provided on Liquifi. We are not an investment adviser or qualified financial advisor, and you should not construe any information discussed herein to constitute investment advice. It is strictly informational. You are solely responsible for making your own investment decisions and any consequences relating to such decisions.

Total closed transaction volume includes representation of buyers and sellers in securities transactions conducted through Venture360, Inc. and Liquifi LLC (Member FINRA/SIPC), as well as the placement of fund interest in third-party special purpose or pooled investment vehicles.

Liquifi makes no representation, warranty, or guarantee as to the completeness, accuracy, timeliness, or suitability of any information contained within any communication from Liquifi, nor is it free from error. Past performance is not indicative of future results.

Liquifi offers standard forms of agreement that the buyer and seller may digitally sign as part of the transaction process. Forms of agreement are made available on an 'as-is' basis. Liquifi is not acting as legal counsel to any party. Users are solely responsible for using Liquifi forms of agreement and should read these important disclaimers before initiating the transaction process. Liquifi strongly recommends that users consult their legal or financial advisors before entering any agreement.

Transactions initiated on Liquifi generally require the buyer and seller to enter into additional agreements, including a customer agreement with Liquifi and an escrow agreement with a third-party provider for the buyer's funds and evidence of the seller's ownership of securities. Most issuers of securities require the buyer and seller to enter into a stock transfer agreement with it before the issuer agrees to process a change in ownership of its securities on its books and records.

Each buyer and seller in a Liquifi-facilitated transaction is solely responsible for making their own legal determination about the availability of an exemption from applicable securities laws. Only accredited investors may purchase securities on Liquifi.

Liquifi is not registered as an investment adviser with the U.S. Securities and Exchange Commission ("SEC"), any state regulator, or any other regulatory body. Nothing contained on the Liquifi platform may be construed as investment advice.

General Disclaimer/Disclosures

Use of this site is governed by the Liquifi Terms of Service and Privacy Policy, as well as various notices, rules, policies, and procedures that may be published on this site occasionally. The Terms of Service govern use of this site. Your use of the site serves as your acknowledgement and acceptance of these terms, conditions, and disclaimers.

No contract can be entered into on this site, and no transaction is processed or cleared by Venture360, Inc. Any securities transactions, if and when approved, will be handled through Liquifi, LLC, a licensed broker-dealer affiliated with Venture360, Inc.

Content on this site is provided for informational purposes only, and no guarantee is made on the completeness, reliability, or accuracy of the information. The site and service are open only to qualified, approved participants. The site is intended for sophisticated private equity shareholders, for owners of other private equity securities and interests, and for persons who are "accredited investors."

Pricing data on this site does not necessarily reflect current market prices or the value you would receive upon selling such assets. Your assets, when sold, may be worth more or less than the original cost to you. Certain assets may be illiquid and unavailable for sale at any price.

Liquifi is not affiliated with, sponsored by, or endorsed by any of the companies listed, described, or featured on its site as being issuers of pre-IPO stock, and the use of any such issuer's logos or trademarks does not imply any endorsement of Liquifi or Liquifi services.

Securities are offered by Liquifi LLC, an SEC-registered broker-dealer and member of FINRA/SIPC. Liquifi LLC is a wholly owned subsidiary of Venture360, Inc., which is not registered with the SEC, FINRA, or any state securities authority and does not engage in the offer, sale, or trading of alternative investments or securities.

Public Disclosure Program

Liquifi LLC is required to provide you with information regarding the Public Disclosure Program for investors. Created by FINRA in 1988, the Public Disclosure Program allows you, the investor, to learn about the professional background, business practices, and conduct of FINRA member firms and their brokers. To request disclosable information under this program, visit the FINRA Regulation Web site at www.finra.org or call (800) 289-9999, a toll-free hotline FINRA operates.

Securities Investor Protection Corporation (SIPC)

Liquifi LLC is required to provide you with information regarding the Securities Investor Protection Corporation (SIPC). Created by Congress in 1970, the SIPC is an important part of the overall system of investor protection in the United States. The SIPC's focus is very narrow: restoring funds to investors with assets in the hands of bankrupt and otherwise financially troubled brokerage firms.

You can obtain information about SIPC, including obtaining the SIPC brochure, by contacting SIPC:

Securities Investor Protection Corporation
805 15th Street, N.W. Suite 800
Washington, D.C. 20005-2215
Telephone: (202) 371-8300
Fax: (202) 371-6728
Email: asksipc@sipc.org

You may also visit the SIPC website at www.sipc.org to obtain information.

Liquifi LLC is a registered broker-dealer and member FINRA/SIPC. Secondary transactions in private securities are subject to issuer approval, transfer restrictions, securities law requirements, and investor eligibility standards.