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What protections does CartaX have in place for abnormal events, such as unexpected fluctuations in price due to excess activity?

Alessandro Chesser

Former VP Sales at Carta

Yeah. De risking the transaction.

I think, number one, we have circuit breakers. We have a floor price and we have a ceiling price in which the shares have to trade. So we're trying to prevent any market manipulation, and we're also trying to provide guidance to buyers and sellers on where the price should trade. And usually your 409A price is going to be the floor price, and then your preferred price plus some type of multiple will be the ceiling price. And so that's typically the guidance. In addition to that we are not encouraging companies to let all of their stock trade initially and to be hyper liquid. Let's start out by restricting these transactions significantly. Maybe your employees should only start out with 10% of their eligible holdings on being able to sell. and if you really constrain the transaction, really what you do, and number one is your point, if the stock price tanks, or it goes up significantly, it's only going to tank if your sellers want to sell at the bottom. Like just because buyers bid at your floor price doesn't mean any trade is going to happen there unless all your sellers are down there as well. We're literally going to clear the transaction at the efficient clearing price where supply meets demand.

And so the only way your price can go down significantly is if that's what your sellers think the stock is worth. And so then, if at that point, it seats your true market price. And if you're worried about that and your buyers and your sellers both think that your stock is worth less than you think it's worth, then you've got bigger problems. And then on the flip side, if your price skyrockets, possible, but that means you have really strong demand in your company, it means you didn't value correctly when you did your fundraising potentially, or you've had significant growth since then.

I think that one thing that is being underestimated right now is the value of the data that you get from running these transactions in the future. One benefit is you get liquidity and you get to recruit employees and tell them that you offer liquidity as a benefit. Another benefit is that you now are going to be able to collect data on a regular, real market data on a regular basis, showing you exactly where your supply and your demand meet.

You can use that strategically for fundraising.  If you're thinking about fundraising six to 12 months from now, but you don't have a sense where that's going to come in at, you go run a couple CartaX transactions, you see what the institutional investors are willing to pay for your common stock, and then you can go out and raise your preferred round and use that common stock as like a baseline against that preferred round. But also you can determine that, hey, actually, the market isn't perceiving us in the way that we're perceiving our own stock today, so let's adjust our disclosures a bit, let's work on these specific metrics, let's put more emphasis into these businesses that we have, and let's get our metrics to where we think that the market will receive them better. Then let's run another transaction. Let's see what the market demand looks like. And then based on that, let's go fundraise. So it really gives you a sense of optimizing your equity story based on your demand.

Find this answer in Alessandro Chesser, former VP of Sales at Carta, on the dynamics of CartaX auctions and preparing for liquidity
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