Vertalo Innovation Exemption Demo

Vertalo orchestration for the Innovation Exemption · Release 34-106402

Transfer agents

Every token is a claim against shares on your register.

Release 34-106402 lets a venue trade a token of your issuer's stock after a firm your issuer never met tokenizes it. The order puts the notice, the 30-day clock and the rights check on the venue, and never says who keeps the record underneath. Vertalo licenses that orchestration to any transfer agent, and you stay the agent of record.

A registered transfer agent that keeps share registers for listed companies.

What the order does to you

  • A third party unaffiliated with your issuer may tokenize its listed stock. Before a venue trades that token, it must send your issuer written notice and wait 30 calendar days from receipt. (II.D)
  • The order sends that notice to the physical or email address of your issuer's principal executive offices, as printed on the cover of its Exchange Act reports. Our letter asks the Commission to let it go to the transfer agent of record. (II.D)
  • The venue must verify that each token carries the same interest, dividends, votes and share on liquidation as the share. Its public Notice describes how it verified that (item i) and names its service providers, recordkeeping among them (item aa). (II.E, III)
  • For a third party's token, proxy materials and other issuer communications must be distributed or otherwise made available to token holders at no cost to the issuer or the shareholders. (II.E)
  • The one shareholder register the order mentions is a reason your issuer might object: the risk of maintaining its shareholder register related to onchain transfers. (II.D)

The gap

The conditions that turn on who owns the shares are work a transfer agent already does. The order names nobody to do it: "transfer agent" appears zero times in its 60 pages.

What Vertalo runs

Notices and clocks across your book

Run by Vertalo's team

Each Issuer Notice an issuer forwards is dated on arrival, its 30-day clock runs from the date of receipt, and the decision goes to the people the issuer names. (II.D)

Objections with a second signature

Run by Vertalo's team

An objection is a written instrument, drafted by one person and confirmed by a second, delivered to the contact the venue's notice gives, with proof of receipt kept. (II.D)

Custodial positions, reconciled

Run by Vertalo's team

Where a custodian holds the shares behind a third party's token in registered form, its position sits on your issuer's register as its own line, recorded by your staff. Vertalo's team reconciles token supply against it and produces the attestation a venue's item i cites. (III)

Holdings read off the register

On the Vertalo platform

Positions by security come straight from the register of record, the same book your agency acts are recorded on.

list_holdings_by_security · list_holdings_by_investor · get_security

Record-date look-through

Run by Vertalo's team

At each record date the positions behind every wrapped issuance are resolved to holders, so dividends and votes can be passed through and your issuer can see where they went. (II.E)

Records an examiner can read

Run by Vertalo's team

Notices, clocks, objections, reconciliations and attestations are kept as dated records, exportable in human-readable and electronic form. (II.L)

Your agency acts and your fees

Stays with you

Transfers, issuances and cancellations on your book stay with your staff, and your fees to your issuers stay yours.

What Vertalo is not

  • Vertalo does not become the transfer agent of record for your issuers. You keep the registration, the appointment and the relationship.
  • Vertalo's fee is a platform fee. Your fees to your issuers never pass through Vertalo, and Vertalo never collects through you.

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 the service is running on your records.

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

    Name your project lead and the two people who approve every objection record. Choose the issuers to start with.

  2. 2Your review of VertaloYouOct 7, 2026

    Your vendor and security review of Vertalo, and the data terms for your issuers' records.

  3. 3Your instanceVertaloOct 14, 2026

    Vertalo stands up your instance of the console on the Vertalo platform, under your name.

  4. 4Registers loadedBothOct 21, 2026

    Vertalo loads the registers of the starting issuers from your files, and your staff reconcile the load before it is used.

  5. 5Notice routingYouOct 21, 2026

    Each starting issuer names who opens mail at its principal executive offices and forwards any Issuer Notice to its desk on arrival.

  6. 6Go-liveVertaloOct 28, 2026

    Vertalo confirms the service is running on your records. The license year starts.

  7. 7First status reportVertaloNov 4, 2026

    Every notice, clock and wrapped issuance on your book, in one report.

Where you stand

How many listed issuers are on your book?
When an Issuer Notice reaches one of your issuers, who handles it today?
Does any issuer on your book want its own token?

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 move our whole book onto Vertalo?

No. You choose which issuers start. The license covers your book on the platform and every wrapped issuance on it.

Who owns the data?

You do. Your issuers' records are your customer data and can be exported at any time in a machine-readable format.

Will Vertalo go around us to our issuers?

No. Vertalo licenses this to any transfer agent. Where an issuer's agent runs on Vertalo, the issuer is served through its agent.

Can Vertalo mint a token for an issuer that wants one?

Yes, as an option: the Tokenization Service, priced per program in the proposal. Tokens are optional, and the register is the record either way.

What does a wrapped issuance count as?

One tokenized representation of one of your issuers' securities, whether a third party's program or the issuer's own class, counted once however many venues admit it. The count is measured on each anniversary.