FAQ

General Questions

  • Can Vertalo integrate with any blockchain?

    Yes. For an integration fee, Vertalo is designed to integrate with any blockchain you prefer. Please contact info@vertalo.com to learn more!


  • Are there restrictions on when holders can sell a tokenized asset?

    Whether a security is tokenized or not, restrictions may apply. Restrictions may be based on SEC required lock up periods, OFAC lists, or Issuer restrictions like control person. For example, if shares are issued under Reg D, there is a one year lockup period on trading. The rules regarding resales are the same for paper assets as they are for digital assets and tokenized assets.

  • Does Vertalo charge investor users any fees?

    No. Vertalo does not charge investor users any fees directly. 

  • Does Vertalo help me raise money?

    Vertalo is a technology service provider and registered as a Transfer Agent. Vertalo is not a Broker-Dealer and does not facilitate or offer fundraising services as a broker-dealer. Vertalo offers support for fundraising activities conducted by regulated partners who hold the requisite licenses to do so.

  • Does Vertalo offer licensing opportunities to Broker-Dealers?

    Yes. Vertalo offers licensing opportunities to Broker-Dealers involved in the issuance and distribution of a high volume of issuances. If you'd like to learn more, please request a demo here - https://www.vertalo.com/request-a-demo. 

  • Does Vertalo work with tokenized and non-tokenized assets?

    Yes, Vertalo is designed for both tokenized and non-tokenized assets. Issuers have the flexibility to tokenize all their assets, some of their assets, or none of their assets.

  • How does Vertalo handle custody of digital assets and ownership of client data?

    Vertalo offers two options for custody: traditional custodial holdings ("street name") or Direct Custody. Vertalo can integrate with digital custodians for those Issuers and Investors that want a custodian to hold their assets, or the investor can hold the digital securities in their own name. Direct Custody is where Vertalo creates wallets on behalf of Investors and automatically distributes tokens to those accounts. These wallets satisfy custodial requirements since they are non-tradable but have the benefit of being directly owned and held by the investors who purchased the digital securities.

  • How does Vertalo help secure ownership of my assets?

    Vertalo uses blockchain technology to create encrypted, immutable records of your ownership.


  • I did not receive an email with my Verification Code.

    Please search your junk/spam and other folders for the email. The title of the email is "Your Verification Code" and would have come from the email address "no-reply@v.vertalo.com." If you still can not find the email, please reach out to support@vertalo.com for assistance.

  • If I have an existing digital wallet, can I use it with Vertalo?

    Yes. Vertalo allows investors to store their assets in their own compatible wallets. 

  • What are the costs associated with tokenization?

    The cost of tokenization is in the form of "gas," meaning the fees paid to the blockchain network to deploy smart contracts and mint tokens. The dollar cost of gas fees varies based on the blockchain chosen.

  • What blockchains does Vertalo currently integrate with?

    Vertalo currently works with Tezos and Ethereum. Vertalo is designed to be able to integrate with other dApp blockchains should you desire. The Vertalo team can scope the work and expenses to integrate with your chain of choice. Please contact info@vertalo.com to learn more!

  • What is a "Good Control Location"?

    Participants in securities transactions - especially with digital securities and security tokens - need to concern themselves with the establishment of a ‘Good Control Location’ under the Customer Protection Rule (15c3-3). Essentially, securities must be held in custody in a "good control location" that securely enables the transfer of shares as needed for things such as -- private sales, clawbacks on illicit trades, escheatment, inheritance, etc. The SEC and FINRA weighed in on this topic most recently in its Joint Staff Statement on Broker-Dealer Custody of Digital Asset Securities.

  • What is a “self-sovereign wallet”?

    A self-sovereign wallet is a digital wallet that is established and controlled by the investor. Examples include Metamask, Trust Wallet, and MyEtherWallet. These digital wallets must be established by the client and require the maintenance and storage of a private key. Vertalo provides a keyless digital wallet to hold an Issuer’s assets and offerings that does not use a private key, while also supporting investor's private key wallets to be connected as well.

  • Where is Vertalo located?

    Vertalo has offices in both Austin, TX and NYC.

  • Who do I speak to if I have a question or concern with my Vertalo account?

    For questions regarding your investments, please reach out to the issuer. If you need to submit a Transfer Request, follow the instructions on the Transfer Request Form or email transfers@vertalo.com. For all other questions related to the platform, please contact support@vertalo.com.

  • Why not simply use a spreadsheet for my cap table?

    Spreadsheets may be tampered with, corrupted, or have human transcription errors that may become an expensive liability when controversy occurs concerning ownership rights. Vertalo offers encrypted, immutable and redundant storage of ownership records and to make these records available to you at all times.


  • Will Vertalo require the tokenization of my assets to use its platform?

    No. Vertalo does not require the tokenization of assets, though it is available as an option.


  • What is an Alternative Trading System (ATS)?

    According to Investopedia.com, Alternative trading systems (ATS) are venues for matching large buy and sell transactions. SEC Regulation ATS established a regulatory framework for ATS. An ATS meets the definition of an exchange under federal securities laws but is not required to register as a national securities exchange if the ATS operates under the exemption provided under Exchange Act Rule 3a1-1(a). To operate under this exemption, an ATS must comply with the requirements in Rules 300-303 of Regulation ATS. To comply with Regulation ATS, an ATS must register as a broker-dealer and file an initial operation report with the Commission on Form ATS before beginning operations. ATSs are less regulated than national securities exchanges (aka: "public exchanges"). 


    Learn more about ATSs here - https://www.investopedia.com/terms/a/alternative-trading-system.asp

  • What are the different exemptions for raising capital for my business?

    Reg D is one of the most commonly used exemptions filed with the SEC for private assets. Reg D 506(b) is considered most effective when you have known investment relationships, so if you are networking with your institutional friends, have family that can invest, etc. this tends to work well. Reg D 506(b) exemptions primarily allow only accredited investors to invest, though there are some exceptions for non-accredited investors to also invest. There is no cap on the amount you can raise with a 506(b). Reg D 506(b) is similar, in that there is no limit on the amount of money you can raise, but only allows accredited investors with no exceptions. Reg A exemption is designed more for retail investors. You can raise up to $20 million under Reg A - Tier I, or $75 million for Reg A - Tier II over the course of a 12 month period. Both Accredited and Non-Accredited investors can invest in your offering with a Reg A exemption. Reg A, Tier II exemption requires a Transfer Agent. Reg CF, or "Reg Crowdfunding'' exemption, allows both accredited and non-accredited investors, where you can raise up to $5m over a 12 month period. Reg CF is the only exemption that REQUIRES a Broker-Dealer, the others do not. Also, a Reg CF requires a Transfer Agent as well. 

  • How do security tokens (STOs) differ from stocks?

    Security tokens are hosted on blockchain technology, whereas stocks are not. Proof of ownership for stocks is typically done either with a broker-dealer, directly with the issuing entity’s registry or via a Transfer Agent. For security tokens, investors maintain ownership themselves in a linked wallet to the registry on blockchain and good control location (because you still need a regulated entity to be able to move the tokens in the case of transfers such as inheritance, illicit trades, etc.). One of the major differences is in regard to liquidity. In order to sell stocks, the trade must be sent to a broker or sold on a stock exchange, whereas tokens can be sold on regulated security exchanges relatively easily. 

  • How are matches made on an Alternative Trading System (ATS) using the 3-step process?

    Step 1. The buyer and seller send their respective orders to the ATS.

    Step 2. The ATS matches the orders.

    Step 3. The ATS notifies the buyer and seller and their respective custodians of the matched trade and the custodians carry out the conditional instructions.

Technology Questions

  • Does Vertalo's technology support the tokenization of assets?

    Yes. Vertalo offers the ability for Issuers to easily tokenize their assets and offerings should they choose, but is not a requirement. For many offerings, this process can be completed in a matter of minutes. We can also assist with creating tokens with more sophisticated functionality.

  • Does Vertalo have an investor portal?

    Yes. Vertalo offers a web-based investor portal that enables users to see all of their holdings that are on the Vertalo platform, as well as APIs for clients to create their own interface for their investors leveraging the data within Vertalo.

  • Can the Vertalo Platform enable me to trade my assets?

    Yes. The Vertalo platform is integrated with Alternative Trading Systems (ATSs), which are FINRA registered broker-dealers, to enable the trading of digital assets such as tokens. Trading and restrictions will be subject to an agreement between the Issuer and ATS.

  • Does Vertalo have a web portal/application?

    Yes. Vertalo offers a web portal/application for our clients and their investors. Also, Vertalo's APIs enable clients to custom build their own interface should they prefer. Use of their Web Portal/Application is not required.

  • Does Vertalo offer a web portal to Broker-Dealers?

    Yes. Vertalo offers a web portal for Broker-Dealers, your Issuers, and your Investors. The portal can be white-labeled with your branding. 

  • Does Vertalo require me to establish a digital wallet?

    No. Vertalo does not require clients to establish a digital wallet (e.g MetaMask, TrustWallet, etc.).

  • Does Vertalo use blockchain technology?

    Yes. Currently, Vertalo is integrated with Ethereum and Tezos blockchains, and can integrate with any blockchain that has an API should there be a commercial reason to do so. Both blockchains provide encrypted, immutable and redundant recordkeeping to help protect the integrity of an Issuer’s and Investors ownership records and cap tables.

  • Can Vertalo integrate with 3rd parties?

    Vertalo is an API-based data management solution designed to connect and enable the digital asset securities ecosystem. As such, Vertalo makes it easy to integrate with partners from any discipline. Reach out to info@vertalo.com to schedule a demo and learn more about how integrations are handled.

  • What is the Vertalo Security Protocol?

    The Vertalo Securities Protocol (VSP) is a standardized smart-contract architecture that gives private issuers flexibility in their offerings and tokenizations, while also satisfying regulatory requirements for securities compliance via the "controller" function.

  • Can someone link an external blockchain wallet to Vertalo?

    Yes, Vertalo supports investors using the wallet of their choice, though an external wallet is not required. Vertalo provides each investor with their own keyless wallet, which helps eliminate the barrier to entry for investors that may not have experience with blockchain wallets to participate in tokenization of their securities.

Transfer Agent Questions

  • Is Vertalo an SEC-registered transfer agent?

    Yes. Vertalo is registered with the SEC as a transfer agent. Vertalo obtained a letter of effectiveness from the US SEC on November 20, 2019. SEC File No: 084-06663.

  • What is a Digital Transfer Agent?

    A Digital Transfer Agent is a SEC-registered entity whose purpose is to maintain the shareholder ownership records for securities. The Transfer Agent is considered the source-of-truth of this data. Any movement of shares through things like a private sale, gift, inheritance, escheatment, redemptions, clawbacks, etc. are processed, verified and recorded by the Transfer Agent. The difference between a Digital Transfer Agent and a traditional Transfer Agent is essentially that a Digital Transfer Agent does not support traditional paper certificates or physical mail. All shareholder ownershiper records are book-entry and maintained in a database and/or on the blockchain.


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