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Transcript: Secondary Markets Explained: How EquityZen Provides Liquidity for Pre-IPO Shares

In this episode of The Startup Project, host Nataraj Sindam talks with Atish Davda, CEO and founder of EquityZen. They dive deep into the world of secondary markets, discussing how EquityZen provides liquidity for pre-IPO shares, what investors should look for when evaluating deals, and the importance of legitimate, company-approved transactions. This is a must-listen for anyone interested in late-stage venture investing and the future of private markets.

2025-02-23

My equity in that company and a few other companies I had just been consulting for, ended up being worth a little bit of money. And because I wasn't getting paid the startup share, the the the the hedge fund money anymore, um, I wanted to, uh, you know, liquidate some of my private company stock. Well, because I wanted to liquidate $25,000 worth of stock, or $50,000 worth of stock, and not $25 million dollars worth of stock, I was effectively out of options. And so that was really the genesis behind what has now become EquityZen. the way I always sort of like secondary transactions is like sort of betting on your unique knowledge, or sophisticated investors or sophisticated individuals who want to try to acquire equities in companies they are super confident about. And that's don't actively sell or license the data, like many of our peers do. And our view on that candidly is there's no philosophical kind of there's no, you know, pedagogical reason why. It it it's pure and simple. The market's early. Hello everyone. Welcome to Startup Project. My guest today is Atish. He's the CEO and founder of EquityZen, a secondary market for private equities. He was previously co-founder and CTO of NullSoft, VP of product at HamBrush. He's a speaker and a consultant. He works very closely with startups, um, and has created a market for secondary shares. In this conversation, we'll talk about evolution of secondary markets, how EquityZen came into existence, their business model, the value of secondary equity platforms, the nuances behind investing in secondary shares, what are the different investor strategies? I think we'll also delve deep or try to into different types of IPOs and what are the pros and cons that investors look for, and also try to get a sneak peek of, uh, you know, what's going to happen in secondary markets in 2025 and what is the outlook for IPOs in general. If this is the first time you're listening to Startup Project, don't forget to subscribe to us wherever you listen to this podcast. It helps us, uh, reach a larger audience. Atish, welcome to the show. Good to be here. So I guess, uh, let's start. Um, I think a good place to start would be, you know, for a lot of folks who don't know about, you know, EquityZen, uh, what is EquityZen? Um, and how did it get started? Yeah, so, uh, EquityZen is a marketplace for private company shares. We, uh, have been around for about 13 years and our mission is to build private markets for the public. Uh, this is actually what we do. Uh, we work with, uh, founders, employees, early investors of late-stage private companies, large companies, um, that 20 years ago would have been public, but are still private today. We help them get some liquidity, meaning they can sell their shares and we match them up with investors on the other side that want to invest in these companies, um, but they can't find them on their fidelity account or their Vanguard account because they're not a publicly traded firm. Yeah. So EquityZen works with the company to get their shareholders cap, and to get new investors access before the company actually goes public. Um, and we've been around like I said since 2013. Um, how the company got started? Well, uh, this is, uh, in some ways a very, uh, I think, uh, personal story for me and, uh, not unsurprising for for many folks. Uh, I had a personal need. So, uh, you know, I'll just give you my quick background. I started my career at a Quant Hedge Fund. Um, you know, I studied computer engineering, mathematics. Basically, if anything had to do with numbers, it made sense to me. I was fortunate. I worked at a, uh, you know, a Quant Hedge Fund called AQR Capital. Um, and my work there was excellent and it was a multi-billion dollar hedge fund where, uh, a lot of the entrepreneurship occurred maybe 10 years before I had joined. Um, and so I, you know, wanted to be an entrepreneur. So I joined a startup as its first employee to learn. My equity in that company and a few other companies I had just been consulting for, um, ended up being worth a little bit of money. Um, and because I wasn't getting paid the startup share, the the the the hedge fund money anymore, um, I wanted to, uh, you know, liquidate some of my private company stock. Well, because I wanted to liquidate $25,000 worth of stock or $50,000 worth of stock, and not $25 million dollars worth of stock, I was effectively out of options. Uh, I didn't really have any brokers I could go to, didn't really have any bankers I could go to. Um, and so that was really the genesis behind what has now become EquityZen. Uh, we serve these private company shareholders that are big believers, supporters that have been there for the value creation supporting the private companies. Um, it's just that if you work at Google, you can just sell your Google stock and, you know, pay for the house or in my case, an engagement ring, which is what I wanted to sell my stock for. Um, and if you're a private company, you can go to EquityZen and allow your shareholders to do that in a regulatorily sound manner and with the company's blessing. Before EquityZen existed, how did people, you know, find liquidity in the market? Like, you know, startups existed before, you know, forever, like for last 30, 35 years and, uh, was there no market at all or was it more like happened stance that, hey, you know, someone who's looking to buy these shares and, um, you know, I was working in early Yahoo and I know some investor was looking to buy, uh, you know, he's probably doesn't have a ventured fund, but, you know, he's trying to find late-stage company, um, shares. Is that how it's gonna it was working back? Yeah, it's a great question. Look, the, the there's been about three stages of evolution in the private markets. Stage number one, companies used to go public when they were, you know, three, four, five years old. Like Amazon went public famously as a four-year-old company. Um, today, most companies that go public in the tech sector are teenagers. Especially if you think about, um, over the last three years, how closed the IPO window has been, um, basically if you're an 11-year-old company and you wanted to go public in 2022 and you missed that window, um, you're now a 14-year-old company and probably you're not going to go public for another, you know, six to 12 months. And so before you know it, your shareholders have had to wait 15 years. Your investors have had to wait 15 years to kind of get liquidity. What used to happen before in phase one is effectively companies would just go public. And then you saw what happened in the .com boom. A lot of companies went public, most of them didn't survive, some of them, uh, you know, have survived since then. Um, and it was the public investors that effectively took on the risk of providing liquidity. Phase two of the market is when there were basically six or seven companies. You have Facebook, you have LinkedIn, Groupon, um, you know, Pandora, Pinterest. I mean, these small number of companies had grown to be multi-billion dollars, but they were still private. Uh, and so larger almost sell-side invest, you know, sell-side capital markets desks were trading their stock. Goldman Sachs very famously conducted a lot of secondary transactions for Facebook. But it wasn't, you know, $25,000 shareholders or $30,000 investors, it was $25 million worth of blocks and, you know, hedge funds and family offices are investing. In a lot of ways, it's like a version of, you know, selling your IPO stuff because that's sort of like what happens when, you know, a company is going public, right? You have a roster of, you know, clients who want to invest and then you allocate shares, uh, to that roster of clients. And pretty much really happen. Yeah, it's exactly Totally. It is it is a heavily negotiated and heavily brokered transaction. That's what that's what phase two was about. And, uh, Facebook, uh, you know, got arm twisted into going public actually because there were too many secondary transactions the way Goldman was doing them, Goldman and other firms. Uh, and what ultimately ended up happening was that Facebook was forced to go public. That kind of put a chill on the venture secondaries market until EquityZen came along. Uh, and what EquityZen has done has effectively done two things. One, um, we have standardized the process of conducting these transactions. So, look, when you're transacting $50 million dollars worth of shares, it makes sense to heavily negotiate each contract. But that those economics don't work if you want to trade $50,000 for the stock. And so what we've done is done the traditional technology company thing, which is build out the infrastructure, uh, and then amortize the, uh, the the the the paperwork and the cost over thousands of transactions. and by doing that, we can reduce the artificial minimum of conducting these transactions. Now you don't need $10 million dollars to transact in private company stock. You can do it for $10,000 thanks to EquityZen. So that's one thing we did was standardize the process. And the other thing we did was by making it available to accredited investors via our website, via technology. Um, and this was right around the time that AngelList was was coming up and crowdfunding was becoming more popular and people were getting comfortable actually deploying capital into an investment online. And while AngelList focused on the early stage of venture and, you know, Schwab continued to service the public companies, uh, EquityZen kind of filled that hole in between. If you're series C but not yet a public company, you can now invest via EquityZen. So those are the two things that we kind of, I would say reignited the secondaries market in back in 2012, 2013. Um, EquityZen and AngelList have a lot of similarities from what I can see as a pure consumer or, you know, someone who's seen EquityZen and participated in I participated in I think one deal on EquityZen and plenty on early-stage side on AngelList. And AngelList, I think has a different set of products, right? It has sort of a early-stage fundraising products, which is slightly different that what EquityZen does. Uh, although like there are some secondary transactions that happen in AngelList as well. Um, can you quickly like talk about what type of standardization you brought? Like what are the couple of important terms that investors or, um, you know, even, you know, early employees who are selling the stock are looking at? Like, I know like for early stage, you know, this stage counts, uh, if it's a convertible or direct equity. Sure. Um, you know, when it matures, what is the discount? Is it a safe or an answer? Those are the terms that I'm usually familiar with. But for EquityZen like what are the terms, um, that are, you know, two, three terms that are actually making or breaking the deal. Yeah, yeah, great question. And, you know, before I say that, let me just draw a quick parallel to early-stage investing, which I think a lot of folks are generally familiar with. So in early-stage investing or crowdfunding or the things AngelList became really popular doing initially, it's the actual company that's raising money. So, you know, we call that in our parliance a primary transaction. So this is a transaction where the company is issuing new stock, whether it's in the form of a note or safe or new common stock or preferred stock, they're issuing stock. The company experiences dilution and all the money that's raised goes to the company, uh, in order to fund operations, pay salary, rent office space and what have you. What the secondary market does, which is what EquityZen does, is again conducted, uh, conduct secondary transaction. In this situation, when we conduct a transaction in, um, you know, some company, uh, you know, Instacart. It's a public company now and so I can talk about it. So, you know, when we conduct a transactions at Instacart, what would happen is Instacart won't naturally get any money. You know, let's say we do anywhere from $10 million or $100 million dollars of transactions at Instacart, Instacart itself doesn't actually get operating capital from that. It's the shareholders who already own a piece of Instacart, they sell their shares, get money back, and new investors now, uh, get to, uh, basically own equity in Instacart. So, that's just one key difference between early stage and late stage. Um, and because of this, there's a difference in asset class returns. You know, early-stage investments are very famously power law investments. You're going to make 30 investments, uh, you're going to you're going to you're going to lose your money on 15 of them. You're going to return them your money on 10 of them. Um, and you know, if you're lucky five of them will, uh, earn you back all the money that you've basically invested and lost. Uh, late-stage investments are very different. These are doubles and triples. You know, you're not just swinging for the fences for the home run. Um, and, uh, you know, um, you're you're getting a lot more, um, you know, kind of established businesses. And so now to answer your question, what are the things that matter? What do people look for when they're thinking about investing? Um, you know, in this asset class? Well, first of all, you should look at your whole portfolio and you say, okay, I have a certain amount of money in public stocks, certain amount of money in bonds, certain amount of money in early stage venture, maybe. Do I have anything in between where on a risk-adjusted basis, it's a more established company, but there's still a lot of value to be created? So you should think about allocation of how much of your portfolio you want to put. Then you should think about what your sophistication level is. Do you want to invest in one of, uh, EquityZen's multi-company offerings, meaning, I write one check. I'm going to write a $50,000 check or $10,000 check and I'm going to get access to 20 companies. Or do I want to invest in individual company? I'm going to write 10 $10,000 checks or 10 $50,000 checks and make my own portfolio. So I think that's kind of the next level of making the decision of do I want to buy an ETF if you will or do I want to pick a single stock? Then the next level, uh, of of of kind of deal evaluation, uh, is, um, what series of stock am I buying? Am I buying preferred stock? Am I buying common stock? What is the discount to the last round of capital or premium to the last round of capital? Um, and of course, because these are more established businesses, you can do a little bit of research on, uh, you know, uh, what the revenue stream looks like, what the management team looks like, who the who the other investors are, right? Sequoia just puts in money into, uh, this company. Sequoia has first of all a fant has a track record, but also way more resources than the average individual investor does. And so if Sequoia and Reen Horwitz Benchmark, you know, you kind of, um, have your top list of investors. If they have recently put money in, they've kind of done their work and established a price point. Well now it's a lot easier for you to all of a sudden say, well it's a private company, I don't have public stock information. How do I get comfortable with it? And in this way, it is similar to earlier stage, you know, investments where usually in early stage investments, there's a VC that puts money in, does all the diligence and then you have a bunch of angel investors who are basically tagging on and saying, yes, I will also put money in. So in an essence, you're kind of borrowing from the diligence that institutional investors have done and knowing which institutional investors investments fit your return profile, that's probably where, uh, you know, a lot of investors ought to spend a bit of time understanding like yes, I understand benchmark's portfolios. They invest in marketplaces, they're excellent at it. This company's a marketplace, maybe this is a good opportunity for me or maybe this is not a good opportunity for me. Talking about like the you have multiple products. Um, in terms of like as a business, which is the more successful product for you? Is is the, uh, sort of like the portfolio offering a bigger business or just individual transactions a bigger business for EquityZen? Yeah, look, for us as a business, the certainly the the the the the single company transactions, that's what we're known for. That's a larger business. I think if you're, you know, if you're a if you're an investor, learning about EquityZen for the first time, the real question I would ask is, what is your goal? Is your goal that you want to build your own portfolio? You're familiar enough with the technology industry, you do your own research. Um, I I'll give you an example of it. If you're a security engineer that works at a marketing firm, you're probably a pretty great person to be able to determine the difference between cyber security company A and cyber security company B. Yeah. Um, if you're if you're a marketing executive at an, uh, at an engineering company, uh, maybe you're great at determining which new market marketing tech company is better than the other. So, within certain sectors, uh, you know, people are going to get more value out of establishing their own portfolios by choosing single names. Um, and in other sectors, they may say, you know what? I don't know anything about artificial intelligence. I can't tell, I can't keep up with which company's beating which other company. I just want to invest in the sector. Fine. So maybe you can make a thematic investment. Um, so it's more a matter of what makes more sense for the user. Uh, from EquityZen's perspective, certainly the bulk of our volume happens on, um, the single company side. And I think that's more a function of where the market is right now. We are still very much in the early days of this market for me. You know, so if you take a look at the typical customer kind of life cycle, we're we're on the early adopter phase. You know, the fake, the folks that use the beta version of a product, not wait until the final version is released. Uh, and so even though we've been in business for 12 years, 13 years and even though we've been, you know, we have this, you know, fantastic track record, I would say we're still probably in decade one of three before this entire cycle continues to grow and the next 10 years are actually going to bring that next segment, the folks that really say, I don't know who this company from that company, but I know I need an allocation here. And so I think for the last 10 years, brokerage of individual companies has been the bigger segment and over the next 10 years, if I were to fast forward, no doubt that more structured products will be, um, the more kind of larger, uh, um, version business segment of the business. The the way I always sort of like secondary transactions is like sort of betting on your unique knowledge in a lot of ways where it is it is less risky in terms of early stage because even though if you have a lot of knowledge in a particular specific sector, it's a very hard bet in early stage. Like, the security engineer example, like you cannot really identify a viz or something like that on a, you know, when the team is like three people. Yeah. Um, but when the team is 100 people, when, you know, a couple of well-known VCs have invested, you can probably convince a wiz employee to sell some of the equity, um, uh, to you, right? So, I always felt like secondary transactions is like, you're these sophisticated investors or sophisticated individuals who want to try to acquire equities, uh, in companies they are super confident about. And that's that's always like how I always sort of, uh, secondary transactions. Um, and also great. But but first of all, let me just say, like, you're spot on. And if you look at history, typically, you have sophisticated folks doing something, and then people realize, oh that's where the sophisticated money is going. So then people come up with products that are versions of the sophisticated strategy, more for the less sophisticated in the space, investors. Uh, this is exactly by the way what happens in the liquid alt movement. You had institutional investors, you know, one of my first projects at the hedge fund, strategy that $250 million tech riders get access to. Convert this into a mutual fund that, you know, my mom with $2,500 in a Vanguard account can access. So I I think in that way you're spot on and that's candidly what we're doing. Institutional investors have invested in late-stage venture for what? 20 years, 30 years. Yeah. What EquityZen is doing is allowing that bringing that access and making it available to smaller check riders first, and then eventually the folks that don't even need to be in the ins and outs of technology every day. Their financial advisor will actually just find our ETF equivalent or mutual fund equivalent for them and say, we're going to put 1% of your portfolio in this in this growth bucket next. Yeah. Um, so companies in this sector usually at least at least on the early stage side where they're doing primary transactions, they're always taking some amount of carry, uh, in their compensation or in their business model. Uh, they have a standard like a, you know, X amount of cost structure plus an equity component of it. Right. Uh, is EquityZen also taking some equity component of it to have a stake on the upside or just purely per transaction capital cost? Yeah, so, you know, I mentioned we have two products. Product one, we operate exactly like a marketplace. Uh, we do not take, uh, uh, you know, carry on top. Uh, frankly, I think that would dissuade a lot of people from putting money in. Um, and, uh, therefore, uh, what we do is we effectively only charge a commission to the buyers and sellers. In in this product line, we do take carry. This is more of a traditional kind of, you know, managed fund product. And so people put money in, we charge a small management fee, uh, you know, um, and and and we charge the carry. And all of this is less than the two and 20 kind of products. However, um, uh, you know, they're they they're two different product suites designed for two different use cases. And so in one case, what we've learned is a lot of clients don't really want to pay carry on individual names. Um, frankly, Angela was convinced people to do that and that's a phenomenal, um, I think, uh, a trick that they've pulled and it's fantastic for them as a business model because even if you build a portfolio of 10, even if one of them ends up doing well, the carry pays off. Uh, and you know, later-stage investors, a little more sophisticated, don't really want to do that. Uh, but on this side, they're only portfolio-based kind of carry calculations. Also carry works when you have like a syndicate like product where you are basically incentivizing a lead to bring a good deal. Right. Like why should he offer his sort of work to you? Uh, it's that sort of like aligns. I think that's why it still works even though like a lot of competing products are trying to reduce the carry component and I think we're trending down towards zero eventually. Uh, but at least that's the reason in my view it that worked. Um, I'm sure. I'm sure that's a big part of it. Um, and look, I think, you know, in any market as the level of familiarity grows. Yeah. Um, you know, uh, the the animal spirits tell us that, you know, people will just arbitrage away, um, inefficiency. So today what is the state of business? Like how many give us a sense of like how many transactions happen on EquityZen? Yeah. Uh, like how many assets under management? Yeah, so we've, you know, uh, we've conducted, uh, almost 40,000 private placement transactions. Uh, we've conducted transactions in, uh, 450 to close to 500 of these large private companies. About a third of these companies have already gone public or gotten acquired in an M&A, uh, and therefore we've returned capital to investors. Um, and a bunch of capital that we returned just gets recycled. The other thing I'd like to point out is we have around 700,000, uh, you know, households on our platform. Um, but it's heavily skewed to the investor side, right? The majority of the users and on the on the, uh, in in our on our platform are investors, meaning they're actually trying to access these investments for the first time. Kind of makes sense. Most people don't work in technology. Uh, and most people don't invest in, uh, early stage venture so that they become late stage. And so a smaller segment of our user base is shareholders, but when shareholders get liquidity, usually it's their first or at most second time kind of coming into money. Uh, at least, you know, a large, uh, uh, portion of those actually end up becoming investors too. Uh, just because they say, look, again, like the examples we talked about, I know the difference between this tech company and that tech company. I'd like to participate. Um, couple other stats that might be relevant, uh, you know, just to give kind of a size, uh, idea. We manage over 2,000 special purpose vehicles right now. So it's not just one-to-one transactions we conduct. We also spin up SPVs, people invest in SPVs, the SPVs sit on the cap table of all these companies. Um, and we have, you know, between 1 and 1/2 and 2 billion, uh, of active investments, not counting all the stuff that we've already processed. And of course, for the last few years, we haven't seen that many exits, but, you know, again in like 2020, 2021 and prior, um, there were a lot of exits that we processed and so all those returns are not counted in the, you know, 1 and 1/2 to 2 billion kind of estimate that we have right now. Uh, what are some of the like interesting stories or like examples of some of those exits that happened in 2021, um, which probably you can, that you can talk about. Yeah, well, you know, um, I guess one thing that's worth saying out loud. Uh, maybe this is more of a nuance of the secondary market compared to the primary market is EquityZen operates a broker, right? We're a matchmaker between buyers and sellers. Uh, but unlike most marketplaces, we operate a three-sided marketplace. So we have a seller of stock, we have a buyer of stock, which is what most marketplaces have. But then we have the issuer, which is the company in which the stock is. And EquityZen is really the only platform in our, you know, industry that very much gives the issuers, the companies a seat at the table. Like the issuers, we don't charge them anything, we're not beholden to them about anything, but we have taken the approach that because it their company stock, they should have visibility into who's buying, who's selling, um, and to actually get permission to be able to say, um, you know, yes I approve this transfer restriction or I waive my right of first refusal. So, um, maybe it sounds obvious, but that's not always the case. You know, they're actually again like I said, we're the only ones that very much put companies at the top in terms of the decision-making tree. And what that allows us to do is really establish a relationship with the company. So for example, we will have companies sometimes, you know, this is go answering your question. We would have a company say, um, hey EquityZen, we're in the middle of raising financing. We don't want a secondary transaction to be price-setting right now. Even though it's, you know, like people are willing to pay crazy amount of money, it actually hurts our negotiations with VCs or with private equity firms. So, uh, we're going to put a one-month block on these transactions. And so that's the kind of dialogue that we establish with these companies. So they kind of tell us, hey look, there's a blackout window coming, we're pursuing an IPO, so, you know, and so, um, those are the types of, um, I think dynamics that exist because we've taken a very company-friendly approach. Um, and we're just one example of how this is different in the rest of the pure group perhaps is there's definitely other what if yeah. But what if like if the company, so you mentioned right of first refusal of to as a rofer. Um, which means that, you know, a company can deny a secondary transaction because they have the first right to purchase that stock at that price. Um, right? Um, so if an early employee wants to sell a stock and he's in, you know, uh, he the company doesn't have an ROFR, EquityZen would still block that transaction and wouldn't that like drive away certain business to your competitor and they might execute that transaction elsewhere because technically the company can't stop it, right if they don't have ROFR rights. Let me, yeah, so, so couple things you mentioned I just want to separate out. First things, um, I have not come across a company that does not have a right of first refusal in the 13 13 years I've done this. Um, and as a private company owner myself, I want a right of first refusal on my stock and there's very legitimate in a minute and, you know, sensible reasons for that. However, if right of first refusal is not the same as a blocking right. So right of first refusal is effectively the company saying, I don't want that investor on my cap table. That investor is actually funded by my competitor. I don't want that person on my cap table or that investor is, uh, from a different geography and for regulatory reasons I'm not allowed to have that investor in in my cap table. So what I will do, shareholder, is I will buy your shares. Effectively, it's a matching right. It's a right that says, shareholder, you will still get your liquidity, but that investor, uh, is not allowed to come in at this price. That's separate from the blocking rights that I think you're describing. Um, and so, and so, um, I I you're absolutely right, uh, what some of my competitors do that we will not do, is they will effectively conduct a transaction without actual share certificates changing hands. They will conduct what are called forward contracts, what are effectively IOUs. if you know, it's if if if you were a shareholder and I was an investor and I was using some other company because EquityZen does not do this, one thing that could happen is you could say, okay, yes I I agree to sell you, uh, 100 shares at $100 a piece. Cool, no problem. Um, I give you the money. Uh, in theory, I have the equity exposure. But if I've entered into this forward contract or this funky, you know, SPV with multiple other SPVs or whatever, um, and then the company actually ends up being Uber and you know, you regret selling your stock, in 2025, you took my money, and in 2028, you might be um, you know, you might have 10 $10 million from your 100 shares because the company just blew up in a great way. And you might say, you know what? I don't want to sell all 10, uh, like all all 100 of my shares. Uh, in that scenario, what I have done is not only illegal from the standpoint of I violated the company's restriction. And what you've done is illegal because the company has transfer restrictions for a good reason. Uh, but now I have no recourse to this. Like if you move to Singapore and, um, basically, you know, change your phone number. I'm not saying you would ever do that. Uh, but but you know, of course there are people who would do that. Like as an investor, I'm completely exposed. And from a company standpoint, they don't like that. Um, there are companies today that are dealing with this and they're going out of their way to educate their shareholders and they're saying, hey, there's brokers out there that are claiming to sell you shares and claiming to trade your stock. Let me be very clear, we only work with a small number of preferred partners, like EquityZen, and, uh, outside of those partners, you should be careful about what it is that you think you're buying or you think you're selling because we are not endorsing that. And that nuance is just something I want to bring up because it's not something that's a real concern when the counterparty is an early-stage company. I think, you know, there is one company whose secondary shares keep trading higher and higher and are traded everywhere. I think I know which company this might be. Um, this is SpaceX. I've been seeing this company's, um, secondary offers everywhere from every Indian WhatsApp group to every online portal, uh, you know, someone is offering, you know, a SpaceX secondary offering. How many of these are legit versus how many of these are like the second category of IOUs that you're talking about. I certainly cannot speak to generalities on that front, certainly not for specific issuer. Um, what I can say very clearly is, you know, EquityZen conducts transactions with the issuer's knowledge and with the understanding that we give the issuer basically the visibility, hey look. Here are the shares, here are the investors. We want to trade. Are you okay with this or not? And time and time again, we have walked away from revenue, um, that we could have just kind of skirted the but that's not how EquityZen operates, it's not how we want to operate. Unless the broker that you're using can say that, unless the fund manager that you're using can say that, I always try to caution people, um, about, you know, what what it is they're buying because at the end of the day, you are the one parting with your money. So you it it's your responsibility to make sure that you understand what it is that you're buying and whether or not there's a trusted platform. There's a reason in the 13 years that we've been in business, we've seen, I don't know, half a dozen to a dozen platforms come and go. Some of them because the government told them to stop and some of them because they made so much money by doing some of these things that they didn't need to work anymore. Um, and our approach the entire time has been, we want our name to be synonymous with trust and that means we're going to have to say no to a lot of things. And in the long run, it's going to pay off. And we're seeing the effects of it now. I mean, EquityZen is a referred platform for many companies who say no to most other brokers out there. In fact, we sometimes get assigned a right of first refusal. Company says, hey, I received this transfer notice from this other broker. I don't want that broker or their client on my cap table. But we don't