納斯達克私人市場

2022年5月2日

20年前，初創公司，尤其是科技公司，很少能保持四年以上的非上市狀態。他們要麼申請IPO，要麼被收購，這使得風險投資家、其他私人投資者和擁有股票期權的員工能夠套現。現在，有這麼多獨角獸公司(估值超過10億美元的私人公司)，風投和私募股權公司也願意提供多輪融資，許多公司更願意在更長時間內保持私人狀態。初創公司在早期階段增長最快，公司保持私有化的時間越長，那些尋求套現的人就會處於不利地位。有了現成的資金，創業公司一般會在10年後上市。由於政治和經濟新聞引發了市場動蕩，許多打算在2022年上市的初創公司都推遲了上市計劃。保持私有化的決定讓希望獲得現金的早期股東陷入了兩難境地。他們的利益往往與公司創始人和投資者不同。二級市場在首次公開發行(IPO)之前提供流動性，允許投資者從其他投資者或公司員工手中購買股票，而不是從發行公司手中。這些市場通常在網上運營，在過去15年裏有了長足的發展。 Unlike the primary-market IPOs, where pricing is determined beforehand, secondary market pricing focuses on supply and demand. Often existing investors will buy the shares on the secondary market to increase their stake in a company. What follows are four secondary market platforms. — Forge , founded in 2012, is an online, pre-IPO equity marketplace with technology to calculate and set share prices through non-binding, private offers from holders, providing a ballpark price for pre-IPO equity. Registered investors can use the platform to indicate interest in a company’s pre-IPO shares and process a transaction via Forge. The company charges a transaction fee of 2-4% and has completed over 10,000 transactions. Forge — EquityZen, founded in 2013, acts as a broker, arranging transactions between investors and shareholders of private companies. A company’s pre-IPO shares are marketed to registered buyers through EquityZen’s website and email list. To use the platform, both investors and shareholders must qualify: Investments are at least $20,000. Companies have a minimum of $50 million in value. EquityZen charges a commission of 3-5% for every transaction depending on its size. EquityZen — Nasdaq Private Market , founded as SecondMarket in 2004, was acquired by Nasdaq in 2013. It operates as a software-as-a-service company, allowing companies and investors to tender offers or share buybacks. Companies can impose guidelines or restrictions on their pre-IPO equity and determine how to set the share prices. Nasdaq Private Market has arranged roughly 15,300 transactions. To list on the platform, companies must have raised at least $30 million in funding in the past two years or have a valuation of $50 million. They also must have at least $750,000 in annual net income. Nasdaq Private Market — Carta launched as eShares in 2012. It offers a range of services, including cap tables (a list of issued securities and who owns them), valuations, and liquidity. It also operates CartaX, an in-house market formed in early 2021 to provide greater liquidity to private-company securities. Carta reports that in 2021, it completed 129 secondary liquidity transactions for private companies, more than four times the total in 2020. Transactions increased from $2.2 billion in 2020 to $7.4 billion in 2021. Approximately half of the companies that offered secondary liquidity in 2021 via Carta were unicorns primarily located in California. SaaS and fintech firms together constituted 55% of those transactions. Carta