Secondary Markets

Overview

The private markets have grown faster than the infrastructure that supports them. Companies are staying private longer, employee equity grants and early-investor positions accumulate, and capital remains locked in illiquid form long after holders may be ready to redeploy. Liquidity in private securities does not arrive on a fixed schedule — and when it arrives, it does so through deliberate, negotiated transactions rather than continuous markets.

Crescendo Markets facilitates secondary transactions in private securities — transfers of existing equity positions between qualified sellers and qualified buyers. Our role is to identify counterparties, structure the transaction within the constraints imposed by the issuer’s governing documents, and execute the transfer in accordance with applicable securities laws and contractual approval requirements.

For Sellers

Sellers in private secondary transactions include:

• Former employees holding vested equity in late-stage private companies
• Current employees seeking partial liquidity within issuer-approved windows
• Early-round investors and seed-stage funds approaching the end of fund life
• Founders and senior operators executing planned diversification
• Strategic and corporate holders of private positions

We work with sellers to evaluate their position, identify the constraints applicable to a transfer, develop a realistic price expectation grounded in current market conditions, and identify qualified counterparties. Where the issuer’s framework requires it, we coordinate the right-of-first-refusal process, board approval, and any other governance steps required for transfer.

We do not promise a transfer that the issuer’s governing documents do not permit. Where constraints exist, we discuss them transparently before any process is initiated.

For Buyers

Qualifying buyers in secondary transactions gain access to positions in mature private companies — often at a different point in the capital structure, at different valuations, and with different information frameworks than direct primary investments offer. Secondary positions can complement a primary private market portfolio or provide entry points to companies that are not currently raising capital.

Buyers should expect that:

• Secondary prices reflect the seller’s individual circumstances and may not represent the underlying company’s value
• Information available to the buyer is generally limited to what the issuer is willing to provide to a transferee, which may be less than what is provided to participants in a primary round
• The transaction is subject to issuer approval and may be delayed or prevented by transfer restrictions
• The seller may have access to information not available to the buyer; such information may not lawfully be used in connection with the transaction

The full set of risks applicable to secondary market transactions is described in our Risk Disclosure Statement.

How We Execute

Secondary transactions in private securities are deliberate, document-intensive, and contingent on issuer cooperation. Our process is designed to manage that complexity:

• 1. Initial assessment. We evaluate the position, the issuer’s transfer framework, and current market conditions for similar positions.
• 2. Counterparty identification. We engage qualifying buyers or sellers from our network, observing the confidentiality protections required by the seller and the issuer.
• 3. Pricing and negotiation. We facilitate price discovery and negotiate transaction terms within the constraints applicable to the security.
• 4. Issuer process. Where required, we coordinate the issuer’s right-of-first-refusal, board approval, and transfer-approval steps.
• 5. Documentation and closing. We work with counsel for both parties to execute the transfer agreement, the joinder to the issuer’s governing documents, and any other required documentation.
• 6. Settlement. We coordinate funds transfer and registration of the transferred position.

Each of these steps takes time. A typical secondary transaction in a late-stage private company runs from several weeks to several months, depending on the issuer’s responsiveness and the complexity of the position.

Eligibility

Participation in private secondary transactions is restricted to investors who meet eligibility standards under federal securities laws — typically accredited investor, qualified purchaser, or qualified institutional buyer status. Eligibility verification is required before any transaction is initiated.

Compensation and Conflicts

Crescendo is compensated through transaction-based fees in connection with secondary transactions. Fees may be structured as a percentage of the transaction value, payable by the seller, the buyer, or both, depending on the nature of the engagement. The applicable fee structure is disclosed in writing before any transaction proceeds.

Because we are compensated only in connection with completed transactions, we have an inherent incentive to encourage transactions to close. Both parties to a secondary transaction should consider that conflict, and our complete conflicts framework is set out in our Form CRS.

Get in Touch

To discuss a secondary transaction — as a seller seeking liquidity in a private position, or as a buyer seeking access to a specific private company — contact our team.

Securities offered through Crescendo Markets LLC. Secondary market transactions in private securities involve substantial risk, including the risk of total loss of capital. There is no guarantee that any secondary transaction can be executed on terms acceptable to the parties or at all. Past performance is not indicative of future results.