Risk Disclosures

Last updated: 2024-12-19

Platform Model Limitations

TrancheBook operates as a bulletin-board style marketplace with adeal-desk assisted workflow. Important limitations:

  • This platform does not provide automated trade coordination
  • This platform does not maintain an order book or matching engine
  • This platform does not offer "Buy Now" functionality or instant trade coordination
  • An Indication of Interest (IOI) is non-binding and is not an order or offer
  • All transaction steps (documentation, settlement, payment, share transfer) occur off-platform with manual coordination
  • There is no guarantee of liquidity or that listings will result in transactions
  • Opportunities may be withdrawn at any time

EU Regulatory Status (MV1)

Important: In MV1, this platform does not operate as a multilateral trading facility (MTF) or organized trading facility (OTF) under MiFID II. The platform operates as a passive bulletin board with deal desk facilitation only.

There is no automated matching, no order book, andno continuous trading functionality. All transaction facilitation occurs through manual deal desk coordination, and transactions are executed off-platform.

Investment Risks

Investments in private company securities are highly speculative and involve a high degree of risk. You should carefully consider the following risks:

  • Illiquidity: Private securities are illiquid and may be difficult or impossible to sell. There is no guarantee of liquidity and you may be unable to find buyers for your holdings.
  • Valuation Uncertainty: Valuations are estimates and may not reflect actual market value. The true value of private securities is uncertain and may differ significantly from listed valuations.
  • Potential Total Loss: Private companies may fail, resulting in total loss of your investment. You should only invest funds you can afford to lose entirely.
  • Company Risk: Private companies face significant business risks, including market competition, operational challenges, and financial difficulties that may result in complete loss of investment.
  • Regulatory Risk: Changes in regulations may affect the ability to transfer or hold securities, potentially restricting your ability to sell or transfer holdings.
  • Transfer Restrictions: Securities are subject to transfer restrictions, Right of First Refusal (ROFR), and issuer consent requirements. Transfers may be blocked or delayed, and there is no guarantee that issuer consent will be granted.
  • No Liquidity Guarantee: There is no guarantee that you will be able to sell securities, find buyers, or achieve liquidity for your investments.

Transaction and Process Risks

The platform's bulletin-board and deal-desk model introduces additional risks:

  • No Binding Commitments: Indications of Interest (IOI) are non-binding and not orders. Either party may withdraw at any time.
  • Issuer Consent Required: All transfers require issuer consent and are subject to ROFR. There is no guarantee that consent will be granted.
  • Manual Coordination: All transaction steps occur off-platform with manual coordination, which may introduce delays, errors, or failures.
  • No Transaction Guarantee: There is no guarantee that any indication of interest will result in a completed transaction.
  • Opportunity Withdrawal: Listings and opportunities may be withdrawn at any time without notice.

Platform Risks

The platform itself carries certain risks, including but not limited to:

  • Technology failures or security breaches
  • Operational errors or system downtime
  • Regulatory changes affecting platform operations
  • Deal desk errors or delays in facilitation
  • Inability to complete off-platform transaction coordination

No Guarantees

TrancheBook does not guarantee:

  • Investment returns or performance
  • Liquidity or ability to sell securities
  • Accuracy of company information or valuations
  • Completion of transactions
  • Availability of listings or opportunities
  • That indications of interest will result in transactions
  • That issuer consent will be granted for any transfer

Access Restrictions

This platform is restricted to:

  • Professional investors as defined by applicable EU/EEA regulations
  • Sophisticated high net worth individuals
  • Institutional investors

Retail investors are not eligible to use this platform. Access requires verification and eligibility review. We reserve the right to restrict or terminate access if eligibility requirements are not met.

Professional Advice

You should consult with qualified financial, legal, and tax advisors before making any investment decisions. This platform is for professional investors and sophisticated high net worth individuals only. Do not invest funds you cannot afford to lose entirely.