Frequently Asked Questions

Everything about how NEI works. Search it, or browse by topic.

Contents
Guide Pre-IPO Secondaries in the Top 10 Names What a pre-IPO secondaries investor should expect by transaction size: structures, fee ranges, process and consent from $1m to $100m+ in the top names. Read the guide
The Basics 10
What is NEI?

NEI is a deal network for the private market. Companies raise, shareholders sell, investors buy, all in one place, with live pricing, verified inventory, liquidity solutions and compliance built into every transaction. We cover primaries and secondaries.

We sit next to the holder rather than six desks away, so what reaches you is real, priced and cleared to close.

What does NEI cover?

Primaries and secondaries across the private market. Our depth today is strongest in unicorns and above, where both demand and transferable inventory concentrate. We take listings across the wider asset class alongside it.

What are secondaries?

In private markets, secondaries are the buying and selling of existing stakes in private companies or funds (shares, options, warrants or fund interests) between existing holders and new buyers, rather than new shares issued by the company. We give shareholders and employees liquidity before an IPO or exit, and give buyers access to companies they otherwise couldn't reach.

What are primaries?

Primaries are new shares issued by the company itself, rather than existing stakes changing hands. Here we help companies raise: taking a round to market, matching it to investors whose mandate actually fits, and getting it closed.

Why did you start with secondaries?

Because secondaries is where the process fails hardest, and the process is the part nobody else is fixing.

  1. Plenty of platforms are building indexes and overviews. An overview does not fix a low success rate or a lack of liquidity. That gets fixed inside the transaction itself. Everyone can build the overview. Only an insider can fix the process, and that is what we are doing.
  2. We did not pick this on our own. NEI was born out of the market's own need, and built on the mandate the market gave us to solve it. That mandate is our access, and it is why in under 12 months we have become one of the largest actors in the space.
  3. Secondaries and primaries is also where the damage is worst: too many links in the chain, and bad actors operating with or without a license. NEI is for the verified, honest and licensed counterparties who, like us, want to serve their clients and the market properly.
Who is NEI for?

Every side of a private market transaction, across primaries and secondaries.
Sellers: Founders, employees, angel investors, venture capital funds, family offices, wealth managers, institutions, private equity funds and limited partners seeking liquidity in existing holdings.
Buyers: Venture capital funds, private equity funds, secondary funds, hedge funds, family offices, wealth managers, institutional investors and qualified individuals seeking access to private companies.
Companies: Raising primary capital, or giving their shareholders a sanctioned route to liquidity.
Intermediaries and institutions: Broker-dealers, investment banks, banks, lenders and advisers, who we work with rather than around.

Access is limited to verified, licensed and eligible counterparties. Eligibility varies by jurisdiction.

How is NEI different from a broker?

A broker works their own network. We are the network.

A broker can only match what sits inside their own book and rolodex, which is why positions travel desk to desk until someone finds the other side. Every hop adds a fee, adds time, and degrades what anyone actually knows about the deal.

We sit next to the holder. Inventory is verified at source, priced against live demand and cleared to transfer before it reaches a counterparty, so there is no chain to work through.

We do not replace brokers. Broker-dealers use NEI to reach verified inventory and real counterparties beyond their own network, and they keep their client and their fee. What we replace is the chain of intermediaries sitting between the two of you, so we'll be the last link you'll ever need.

How is NEI different from other secondaries platforms?

Most platforms are an index. They show you what exists and leave you to work out whether it is real, whether it can transfer, and who might take the other side. An overview does not fix a low success rate.

Four mechanical differences:

  1. We are not only secondaries. Primaries and secondaries across the whole private market, so a buyer can take new issuance and existing stock in the same name.
  2. Inventory is verified before it is listed. Ownership, instrument, transfer restrictions and consent are all checked at source. You are not looking at a position someone hopes they can sell.
  3. Matching runs through 8 gates and 50+ variables. A counterparty pair is only surfaced once it has cleared eligibility, transferability and jurisdiction. You never see a match that cannot close.
  4. We match on what funds actually do, not what they declare. Open fund theses and holdings, plus LP positions mapped inside SPVs, so we know where exposure really sits and who is likely to move before anyone has posted an interest.
Is NEI a marketplace, a broker, or infrastructure?

Infrastructure, with a network on top, and you use as much or as little of it as you want. At one end we run the full transaction like an investment bank. At the other we are simply a free to use data vendor.

The deal bank is the marketplace layer: real inventory, live pricing, both sides visible and metrics across the bids and asks we've seen. The value sits underneath it, in the verification, matching, compliance, due diligence and settlement that turn an indication into a closed transaction.

We are paid on success. If we match a transaction and it closes, we earn a fee, stated upfront. What we do not do is take your client. Broker-dealers, banks and advisers use NEI as the rails and keep their own relationships.

If you are categorising us internally, treat us as regulated transaction infrastructure. Licences and supervisory status by jurisdiction.

What does NEI not do?
  • We do not give investment advice. We will not tell you what to buy, what to sell, or what something is worth.
  • We do not guarantee a sale. We give you verified inventory, real counterparties and live pricing. Whether a deal clears still comes down to price and appetite.
  • We do not take your client. If you bring the relationship, you keep it.
  • We do not list what we have not verified. If ownership, instrument or transferability cannot be established, it does not go on the platform.
  • We do not work with unlicensed or unverified counterparties.
  • We do not give tax or legal advice. That stays with your own advisers.
Getting Access 9
Who can join?

NEI is open to:

Professional investors, institutional investors, licensed brokers, broker-dealers and many more good actors.
Founders, shareholders and employees selling existing holdings.
Companies raising primary capital or looking for funding.
Licensed intermediaries: broker-dealers, brokers, investment banks, banks and advisers.

Can individuals join, or institutions only?

Individuals with a verifiable fortune above $50M can get access. Otherwise we can help guide individuals to the right type of adviser to talk to.

Do I need to be an accredited or professional investor?

Yes.

Which countries do you operate in?

Primarily US, but we can operate worldwide through a licensed partner network.

Are there countries you cannot serve?

Russia, Iran and North Korea are the main issues. For some transactions we can't help mainland China or Hong Kong.

How long does onboarding take?

Typically less than 24 hours from request to access.

What documents do I need to get onboarded?

Passport, company "passport" and a link to the company's and individual's license.

Is there a minimum ticket size?

We're trying not to do transactions below $1M.

Does it cost anything to join or browse?

No, it's free to use.

Selling 13
How do I list a position?

On our platform via "Add deal", an easy, seamless process.

What can I list?

Shares, options, warrants, convertibles, fund interests, SPV interests, SAFEs and more.

Can I sell unexercised options?

That depends on the issuer: whether the company has allowed transferring unexercised options. If yes, then sure!

Can I sell my LP interest in a fund?

Yes.

How do you check that my position is actually transferable?

You ask the issuer if the company allows it. Typically such a process is outlined in the allocation paperwork from the company.

There will usually be a Board of Directors approval process, a ROFR or a transfer restriction. Read these closely and carefully, or have an advisor help you.

What if my shares have a ROFR or transfer restriction?

We list actionable equities. If it has a restriction of whatever nature, then please follow the process set by the company that issued the certificate to get the approval needed to transact your asset.

Do I need my company's approval to sell?

In 99% of cases, yes.

Will my employer or the company find out I am selling?

Yes.

Who sees my listing?

The whole network can see the listing figures. To see that it's yours, they need to request access and you need to approve the request.

Is my listing anonymous?

Yes, until a potential transaction, where it'll follow an institutional process.

How long does a sale take, start to finish?

If it's a hot issuer with an infrastructure in place, then less than 14 days from company approval. If it's a more common company, then expect up to a month so proper due diligence can be done by the counterparty. This creates the best results in our experience.

What happens if my listing does not sell?

Then it does not sell.

Can I withdraw a listing?

Yes, anytime.

Buying 10
How do I find deals?

You'll have a deal overview, a market overview and a weekly mail with new deals that could be of interest.

How do I know the inventory is real?

Because we verify the deals, or require the licensed counterparty to confirm it's verified.

What information do I get on a company before I commit?

That depends on the company and typically also the transaction size. The data room is typical: last deck, redacted financials and Proof of Shares.

Can I request a name that is not currently listed?

Yes! This is where our team and open source model will help you find what you're looking for.

How does matching work?

We have 8 gates on a transaction. Each gate determines potential success, and each gate has several variables that determine whether it's a potentially successful transaction.

In simple terms: we only present a deal we consider to have an 80%+ chance of happening, and otherwise we'll disclose that it's lower. This is to show you more options, so you're aware of the current market, or because we simply do not have one close enough to your requirements.

Can I set standing interest or a mandate?

Yes.

What diligence is done, and what is left to me?

We do a minimum diligence unless we represent the client. Otherwise it's a licensed counterparty who has vetted and verified their listing as a professional party.

Do I buy the shares directly, or through an SPV?

That depends on the deal structure. You can in general expect to buy either direct to cap table or into an SPV.

Can I participate in primary rounds as well as secondary blocks?

Yes.

What is a Layer 1 or Layer 2 vehicle?

A Layer 1 vehicle holds the shares directly. A Layer 2 vehicle holds an interest in a Layer 1, so you are two steps from the cap table. Which one you should expect, and what it costs, depends mostly on your ticket size. Our guide Pre-IPO Secondaries in the Top 10 Names walks through both structures tier by tier.

Primaries 12
Can companies raise on NEI?

You can't do the full raise, as we're not licensed to do so, but if you have an allocation you'd like to sell then we can sell that allocation. Or if you want to finance a data center, for example, by selling shares in your company, then we can do both.

What stages do you cover?

Verified unicorn status and upwards is our main focus, but we're seeing assets throughout the private market and companies well below unicorn status too.

How does a company list a round?

A need that specific will be handled by an NEI team member or any of our partner companies, whichever can serve your needs and goals best. Please contact us regarding this.

Who sees the round, and can we control that?

No one sees the round unless you make it public.

Do you help fill the round, or only host it?

We will prioritize filling the round if that's the mandate, but we can also host it.

How do you decide which investors see our round?

The moment you make it public, all verified licensed parties can see the round.

Can we set terms, allocation and minimums ourselves?

Yes.

Do investors come in directly or through an SPV?

That depends on your structure and their structure.

What does it cost a company to raise on NEI?

It depends on round size, but 0.25%-5%.

Can funds raise LP commitments on NEI?

Yes, but in general we suggest you have a firm allocation.

How do primaries and secondaries interact?

A buyer can take primaries and secondaries in the same name and in one process. We see that more and more often.

Do you handle the cap table after a primary closes?

No, but we do track it. We track the true cap table, LPs in SPVs and other exposures.

Pricing 7
How is pricing determined?

Benchmarking, and then it's sellers plus their representatives who set a price they're willing to sell at. Buyers typically say yes to the price or counter it.

Where do your live prices come from?

Indications, executed trades and portfolio pricing data.

Are the prices on the homepage real trades or indications?

Prices are always real prices. We might blur out some potential identifiers of the exact transaction, but we're always truthful.

How current is the pricing data?

Updated every hour.

Can I see historic pricing on a name?

Yes.

Can I use NEI pricing for my own valuations or LP reporting?

You can in theory, but it's not a service we offer. It's something we have partners for, and we'll gladly introduce you.

What is the upstream spread?

The markup between what a holding vehicle paid for its position and the price at which interests are offered to you. It rarely appears in any fee schedule, it appears in your entry price, which is why we always recommend asking for the vehicle's cost basis. More in our guide on pre-IPO secondaries.

Fees 6
What does NEI charge?

We charge a fee depending on transaction size and terms. It's a complicated determination, but between 0.25%-5%, typically around 0.5%-2.5% and most often 1%.

Who pays, the buyer or the seller?

It depends on the nature of the transaction, but typically the buyer pays the full amount to the seller, who then acts as paymaster and splits the fees among the different parties. In some cases we see buy-side take care of their own representatives after the conclusion of the purchase. Payout can also happen through an escrow account.

Are there any fees not included in that number?

We can only show the fees we've been given. If buy- or sell-side add fees themselves, then those fees are hidden. It's something we work hard on to be able to show the "True Price", which is why we only work with verified, licensed and legally allowed parties who legally need to inform us about the total fee package.

Are there fees if a deal does not close?

Usually not. Some cases do, though, but it's rare and something you'll know upfront.

Do you charge brokers differently from principals?

No.

What fees should I expect elsewhere in the market at my ticket size?

Very different from ours, and they scale with size: total fee load in the market runs roughly 20-35% of committed capital at $1-10m, 5-12% at $10-100m, and 1-3% at $100m+. What you get for it (Layer 2, Layer 1 or direct cap table access) changes at each tier too.

We break down the observed ranges, structures and what to negotiate in Pre-IPO Secondaries in the Top 10 Names.

Execution and Settlement 8
What happens after a match?

After buyer and seller have matched, we introduce their representatives to one another and sign both parties to NDAs and LOIs for the transaction. After that there'll be a POF and POS call and a direct introduction between the Ultimate Beneficial Owners (UBOs), where the seller will allow the buyer into the data room and both parties have agreed on a deadline for the transaction.

How does settlement work?

We prefer escrow transactions, but most transactions are: the seller informs the company or SPV, the company or SPV agrees to register the transfer, and then the buyer transfers.

How long does settlement take?

Days.

Who holds the money during a transaction?

Buyer or escrow, typically.

What happens if the buyer or seller pulls out?

The buyer gets his money back and the seller gets to keep his shares.

How do cross border transactions work?

That depends on the borders and the company.

What currencies do you support?

Everything that can get converted to USD.

Compliance and Regulation 7
Is NEI regulated, and by whom?

We're currently regulated by LEI. Soon we'll be by FINRA under SIE.

What licences do you hold?

SIE, Series 7, Series 63 and a few more.

How do you handle KYC and AML?

Third party specialist. Right now it's done by our broker-dealer.

How do you check investor eligibility across jurisdictions?

We run various checks that depend on the UBO's origination.

What are the tax implications of selling?

That's different from country to country and state to state. We recommend you talk with a tax advisor about this.

Do you report transactions to anyone?

Yes, FINRA.

Data and Intelligence 7
Where does your data come from?

Filings, public sources, our client database and many more places.

You say you open source fund theses and holdings. Does that include mine?

Yes. If you have a website or are online and you invest, then we have categorised everything you've said and done.

Can I opt out of appearing in your data?

Individuals can, yes. Companies can't: if you're on the cap table or in any public filings, then we have the data and the data will recur.

What do you do with my position data?

Either we contact you about selling your position, or we consider whether you could be interested in another position.

Is my activity visible to other participants?

No.

Do you sell data?

No. We do share our transaction data with MSCI.

How do you keep cap table information secure?

By having a very comprehensive data security set-up. We won't disclose it online, but it's safe.

The Company 6
Who is behind NEI?

A lot of people already, and we couldn't be more grateful.

Rasmus Secher Schultz is the CEO and Founder, and the main architect of the vision.
Emil Spurre is the COO and Co-Founder, driving the operations.
Christian Røssel is the CTO and Co-Founder, and has built the platform and data infrastructure.

We're also backed by Pickwick Capital Partners, Thomas Marschall and many more, to whom we're all grateful.

Where are you based?

Denmark and the US.

Are you venture backed?

Not yet, but we're backed by an NYC based investment bank and select partners.

How long have you been operating?

We started in October and had the platform ready on the 11th of June in beta. The deal flow recorded on our platform is only from then.

What happens to my position or data if NEI ceases to operate?

Then the data disappears.

Who do I contact if something goes wrong?

You contact us: contact@nei.io

Still have a question? Reach the team via the Contact us page or email contact@nei.io.