Matt Grimm of Anduril highlights that many secondary share offerings are structured as "forward contracts," which he calls notoriously hard to settle and explicitly disallowed by his company's bylaws. This means investors in such SPVs face extreme counterparty risk and may never actually take possession of the shares.

Related Insights

Creating liquidity in private markets is not about better tech like blockchain. The core challenge is one of market structure: finding a buyer when everyone wants to sell. Without a mechanism to provide a capital backstop during liquidity shocks, technology alone cannot create a functional secondary market.

Unlike digital assets, perpetual futures are fundamentally incompatible with markets for physical goods like livestock or grain. The model breaks down because a contract that never expires cannot accommodate the essential mechanism of making or taking physical delivery, a core function of these traditional futures markets.

To combat the misconception of easy access to cash, Goldman Sachs has internally banned the common industry term "semi-liquid" for its alternative funds. This linguistic shift is a deliberate risk management strategy to underscore that while these products have liquidity features, they are fundamentally illiquid and access to capital is never guaranteed.

The traditional IPO exit is being replaced by a perpetual secondary market for elite private companies. This new paradigm provides liquidity for investors and employees without the high costs and regulatory burdens of going public. This shift fundamentally alters the venture capital lifecycle, enabling longer private holding periods.

The secondary market faces a potential capital shortage. The total available dry powder (~$200B) nearly equals the transaction volume expected this year alone. This tight supply-demand balance suggests a favorable risk-reward for new capital entering the space.

The trend of allowing employees to sell shares in secondary transactions before investors get liquidity is a problem. Lior Susan argues this creates a fundamental misalignment, as historically, employees and investors realized returns at the same time. The system needs rethinking for long-duration private companies.

Vested works directly with employees because startups find small, one-off secondary transactions burdensome due to legal fees and cap table complexity. However, this dynamic inverts at scale. Once Vested facilitates millions in transactions for a single company's stock, the startup has a strong incentive to partner on a formal liquidity program.

Vested neutralizes non-delivery risk, a major concern in private markets. By funding exercises, they ensure the employee retains a majority of their stock, aligning incentives. Small deal sizes ($50k-$100k) make it economically irrational for an employee to default and ruin their reputation, leading to a 100% delivery rate.

The number of founders taking secondary liquidity after their seed round is twice as high as the 2021 peak. While this de-risks the journey for founders, there is almost no parallel liquidity offered to early employees, creating a growing divide in early-stage risk and reward.

Anduril's co-founder set a precedent for founder transparency by publicly exposing an unauthorized SPV selling forward contracts for company stock. He detailed how the deal violated bylaws and charged exorbitant fees, a powerful warning for investors in private secondary markets.