Vertalo Innovation Exemption Demo

Vertalo orchestration for the Innovation Exemption · Release 34-106402

Tokenizers

Your token owes every holder the rights of a shareholder.

Release 34-106402 lets a venue trade your token of a listed stock without the company's cooperation. In return the venue must verify that your token carries the same rights as the share. You must make proxy materials available to holders at no cost to the company or its shareholders. Vertalo runs the record behind your programs, so the venue has its evidence and the company has its answer.

A broker-dealer, an asset manager or a crypto firm that wraps listed stock.

What the order does to you

  • The order lets a venue trade your token of a listed NMS stock, rights and warrants aside, without the company's cooperation, once its conditions are met. You choose the chain.
  • Before a venue trades your token, it sends the company written notice and waits 30 calendar days from receipt. If the company objects in writing inside that window, the venue cannot make your token available for trading. (II.D)
  • The venue must verify that your token conveys the same interest, dividends, votes and share on liquidation as the share, and its public Notice must describe the audits, certifications or attestations it relied on (item i). (II.E, III)
  • You must distribute or make available any proxy materials or other issuer communications to your token holders at no cost to the issuer or the shareholders. (II.E)
  • There is no primary issuance on a venue. Every offer and sale of your token must be registered or exempt. (II.E)

The gap

Somebody holds the shares, somebody verifies the count, and somebody gets dividends and votes to every holder. The order says what must be true and names nobody to keep the record that shows it.

What Vertalo runs

A program for each wrapped issuance

Run by Vertalo's team

Each program records where the shares behind the token are held and in whose name, the token's contract and chain, and the supply in circulation.

Backing, reconciled

Run by Vertalo's team

Token supply is reconciled against the custodied position on a schedule agreed at kickoff. The position is read from the company's register where its transfer agent runs on Vertalo, and otherwise from the custodian's and the agent's statements. Every divergence found is recorded and reported to you.

The attestation a venue cites

Run by Vertalo's team

A dated attestation of supply against the custodied position for each program, in the form a venue's Notice item i describes. (III)

Dividends and proxies to every holder

Run by Vertalo's team

The rights pass-through: each dividend and each proxy mailing followed through to every position in your custodial sub-ledger, with a delivery record for each. (II.E)

Your holders' positions

On the Vertalo platform

The custodial sub-ledger of your holders' positions, kept on the Vertalo platform as the record the statements, look-through and pass-through are read from.

list_holdings_by_investor · list_holdings_by_security · get_holding

Minting, only if you want it

Run by Vertalo's team

You mint your own token by default, and Vertalo attests to supply against the position. If you would like Vertalo to mint and administer it, that is the optional Tokenization Service, priced per program.

setup_security_token · deploy_security_token · mint_security_tokens

Custody, your offering and your holders' relationship

Stays with you

Your custodian holds the shares. Your offering's registration or exemption, your disclosures and your relationship with your holders stay yours. (II.E)

What Vertalo is not

  • Vertalo is not a custodian, a broker-dealer or a venue. Where Vertalo mints and administers your token, it does so for you, and you remain its issuer.
  • Vertalo does not decide whether the company objects or whether a venue admits your token. It keeps the record both decisions read.

How day one works

From go-live, Vertalo's team runs the orchestration for you on your records, with the console you can walk today on sample data at innovation.vertalo.com. Fees start when your service goes live.

The license year starts on go-live, the day Vertalo confirms your first program is reconciled and attested.

See your side working

innovation.vertalo.com is a working model of the whole arrangement on sample data: a listed company's stock, tokenized by a firm unaffiliated with the company and traded on a Tokenized Securities Venue. Six seats read one record: the transfer agent, the issuer, the tokenizer, the venue, the token holder and the examiner. Every provision the model runs is quoted word for word at innovation.vertalo.com/order.

See your side workingReal company, sample numbers, real rules.

Your plan

  1. 1KickoffBothOct 2, 2026

    Agree the first programs: the stock, the custodian, the chain and the venues you intend to approach.

  2. 2Custody statementsYouOct 7, 2026

    Arrange for your custodian to give Vertalo a daily statement of the shares it holds for each program.

  3. 3Programs set upVertaloOct 12, 2026

    Vertalo records each program: the position, the token contract and chain, and your holders' custodial sub-ledger.

  4. 4First reconciliationVertaloOct 16, 2026

    Supply is reconciled against the position for each program, and any divergence is resolved with you.

  5. 5Go-liveVertaloOct 21, 2026

    Vertalo confirms the first program is reconciled and issues its first attestation. The license year starts.

  6. 6Venue evidenceVertaloOct 28, 2026

    For each venue you approach: the attestation, the pass-through record and the reconciliation history its rights verification reads.

Where you stand

Where are the shares behind your tokens held today?
Who mints your token?
How do dividends and proxy materials reach your holders today?

Your estimate and proposal

Your details

What you type here, your name, email and company, goes to Vertalo with the counts you entered, so somebody can follow up, along with the name of the link that brought you, if you followed one. It does not record your IP address or your browser.

Questions

Do we have to use Vertalo to mint?

No. You mint your own token by default and Vertalo attests to supply against the custodied position. Minting by Vertalo is an option you can take per program.

Which chains?

You choose the chain. For each chain, the method Vertalo uses to read supply from the public ledger is agreed at kickoff.

What happens if the company objects?

The venue that sent the notice cannot make your token available for trading. The objection runs to that venue, not to your wrapping of the stock. (II.D)

Are there transaction fees?

No. There are no fees on transfers, deposits, withdrawals, re-attestation or traded volume. The license, the holder tier and corporate actions above the allowance are the whole invoice.