Private Transfers Explained

PRELISTD supports issuer-approved private transfers between eligible investors, subject to securities law restrictions and the governing documents of each offering.

How Private Transfers Work

Private transfers are limited and may only occur where permitted by applicable law and offering terms. The general process may include:

01

A current investor submits a transfer request

02

The proposed transferee completes identity verification and eligibility checks

03

Accredited investor status is verified where required under Regulation D Rule 506(c)

04

Applicable holding period requirements are confirmed

05

The issuer reviews and approves or declines the request

06

Updated legal documentation is executed

07

Ownership records are amended

All transfers are subject to issuer discretion.

Regulatory Restrictions

Interests offered through PRELISTD are privately issued securities. Transfers may be restricted under:

  • Regulation D (including Rule 506(c))
  • Regulation S
  • Rule 144 holding period requirements
  • Applicable state securities laws
  • Contractual lock-ups in offering documents

For U.S. investors participating under Rule 506(c), securities are "restricted securities" and generally may not be resold absent an exemption from registration.

For non-U.S. investors participating under Regulation S, transfers may be restricted during the applicable distribution compliance period.

Certain transfers may require additional documentation, legal opinions, or waiting periods.

Important Limitations

Investors should not rely on the availability of a transfer mechanism when making an investment decision.

Investments made through PRELISTD should be considered illiquid and long-term in nature.

Are not guaranteed
May not be available for all offerings
May be subject to minimum holding periods
May require issuer approval
May be declined for regulatory or contractual reasons

What This Is Not

PRELISTD does not:

  • Operate an exchange
  • Maintain an order book
  • Provide price discovery
  • Match buyers and sellers
  • Promote or facilitate active secondary trading

There is no public marketplace for interests in most offerings.

Any permitted transfer is a private transaction between qualified parties and remains subject to securities law restrictions.

Why Transfers Exist

Private transfers are designed to provide limited flexibility while maintaining compliance with applicable securities regulations.

The primary purpose of offerings on PRELISTD is long-term investment participation, not short-term trading.