Vertalo Innovation Exemption Demo

Vertalo orchestration for the Innovation Exemption · Release 34-106402

Venue operators

You have the pool. The order asks for a record layer underneath it.

Release 34-106402 lets you trade tokenized stock without registering as an exchange. Each of its conditions leaves a record: the Issuer Notice and its 30-day clock, the rights verification behind every token, the objections, and books and records an examiner can read. Item aa of your Notice names the service providers that keep them. Vertalo keeps them for you, and it is a registered transfer agent.

A U.S. operator standing up a Tokenized Securities Venue.

Your estimate and proposalSee your side working

What the order does to you

  • To qualify, a venue must be a U.S. person, and its smart contracts must be auditable, public and deployed on a public, permissionless distributed ledger. The pool itself may be permissioned.
  • At least 30 calendar days before operating, you publish a public Notice, revise it on the order's schedule, and keep every version of it on your website. (II.C)
  • Before trading a third party's token, you send the issuer written notice and wait 30 calendar days from its receipt. If the issuer objects in writing inside that window, you cannot make that token available for trading, and you amend your Notice within five business days. (II.D)
  • Listing a third party's token in item h of your Notice is itself a representation that you provided the Issuer Notice.
  • You must verify that each token gives holders the same rights and privileges as the share, and describe the audits, certifications or attestations you relied on in item i. (II.E, III)
  • You keep eight kinds of books and records in the United States, for the life of the exemption and three years after it, and produce them on request in human-readable and electronic form. (II.L)

The gap

The order makes the venue answerable for the outcome. It does not say who performs the work, or in what system.

What Vertalo runs

The Issuer Notice service

Run by Vertalo's team

For each third party's token you intend to admit, Vertalo prepares the Issuer Notice in your name, with your contact details for any objection. It goes to the address on the cover of the issuer's Exchange Act reports, and Vertalo obtains proof of receipt and runs the 30-day clock. (II.D)

Objections, logged for item j

Run by Vertalo's team

An objection that arrives is logged and you are told the day it arrives. The amendment to your Notice is prepared for you to publish within five business days, and item j lists every objecting issuer. (II.D, II.C, III)

Evidence for items h and i

Run by Vertalo's team

For each admitted issuance, Vertalo documents how the token was made and by whom, for item h. For item i, it provides the attestation of supply against the custodied position and the pass-through record behind it. (III)

Cap headroom by symbol

Run by Vertalo's team

For each symbol, headroom against the stock's tier cap, computed from your volume aggregated with any affiliated venue's, and the prior month's average daily share volume you provide. A second exceedance and its three-month pause go on record. (II.F)

Every notice, kept

Run by Vertalo's team

Every notice sent in connection with the exemption is kept in the United States for the life of the exemption and three years after. On request it is produced in human-readable and electronic form. (II.L)

Positions behind each token

On the Vertalo platform

The positions behind each admitted token read from the register of record, where the issuer's transfer agent runs on Vertalo.

list_holdings_by_security · get_security

Your venue's own controls

Stays with you

Your pools and participants, participant screening and sanctions, halts that mirror the listing exchange, surveillance and your trading records stay with you. None of it comes from the register. (II.H)

What Vertalo is not

  • Vertalo is not a venue, a broker-dealer or a liquidity provider, and it does not operate your pools.
  • You remain the party the conditions bind. Vertalo is named in item aa of your Notice as a service provider. (III, n. 31)

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 the day you publish your Notice. Signing lets you name Vertalo in item aa of that Notice. A pause keeps the license running. If you stop operating under the exemption, or when it ends in 2031, the license drops to records retention with no further fee.

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 your first symbols, the firm and custodian behind each token, your pool technology and chain, and your publication date.

  2. 2Notice itemsVertaloOct 12, 2026

    Vertalo drafts its entries for items h, i and aa of your Notice, for your counsel to review.

  3. 3Issuer Notices outVertaloOct 14, 2026

    For each third party's token on your first list, the Issuer Notice goes out and its 30-day clock starts on receipt.

  4. 4Notice publishedYouOct 21, 2026

    You publish your Notice. The license year starts.

  5. 5Records runningVertaloOct 21, 2026

    Every notice, clock, objection and attestation for your venue is kept as a record an examiner can read.

Where you stand

Where are you in standing up a venue?
Whose tokens will you trade?
Who will keep your books and records?

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

Does the license cover halts and surveillance?

No. Halts follow the listing exchange's market data, and screening, surveillance and trading records are your systems. The license covers what the register produces.

Is there a fee per Issuer Notice?

No. The Issuer Notice service is inside the license, including notices that end in an objection.

Which pool technology do you work with?

The one you choose. The data exchanged with it is set out in an interface schedule agreed with you.

Can we rely on the transfer agent's eligibility check for participant screening?

The order contemplates a service provider performing permissioning for a venue, with the venue responsible (footnote 31). Our letter asks the Commission to confirm that a venue may rely on the eligibility the issuer's registered transfer agent already enforces, a yes or a no per wallet. The ask is that nothing be collected twice. Screening stays your responsibility either way. (n. 31)

What does an admitted issuance count as?

Each tokenized stock you make available for trading, counted once for the license. The order's symbol caps are separate, and they count your affiliated venues' symbols with yours.