The Vex Model

Vex standardizes four layers of the private equity stack.

graph TB
    A["Legal Structure<br/><i>Series SPV per company</i>"] --> B["Valuation<br/><i>100M units at FDV</i>"]
    B --> C["Trading<br/><i>ATS with CLOB</i>"]
    C --> D["Governance<br/><i>Conditional equity</i>"]

    style A fill:#1a1625,stroke:#c840c0,color:#e0d8ec
    style B fill:#1a1625,stroke:#c840c0,color:#e0d8ec
    style C fill:#1a1625,stroke:#c840c0,color:#e0d8ec
    style D fill:#1a1625,stroke:#c840c0,color:#e0d8ec

Legal Structure

Every position on Vex is a unit in a Series SPV (special purpose vehicle). Each Series holds equity in one private company. One entity type. One set of docs. One compliance framework.

New Series launch in weeks, not months. The structure scales horizontally: each new company is a new Series, not a new fund.

Valuation

Every position has one price, based on the current valuation of the underlying company.

Every company is 100 million units at fully diluted value (“FDV”). One unit equals one hundred-millionth of FDV. A Series targeting 2% of FDV issues 2 million units.

Unit price equals implied FDV. If units clear at $0.50, FDV is $50M. If $2.00, FDV is $200M.

No preference stacks. No liquidation waterfalls. No anti-dilution provisions. One number, one unit, one price.

The tradeoff is real: you give up the downside protection of preferred terms. The argument: continuous price discovery and liquidity are worth more than contractual protections that only matter in scenarios where you cannot exit anyway.

Trading

You can sell your position to any qualified buyer on the order book. Settlement is instant.

Units trade on a SEC-registered Alternative Trading System (“ATS”) operated by Vex Securities LLC (CRD #317371, FINRA/SIPC member). Two mechanisms: Dutch auctions for demand aggregation and a continuous limit order book (“CLOB”) for secondary trading. Settlement is atomic delivery versus payment.

What trades on the ATS are units in the Series, not the underlying company equity. The Series holds the equity. Transfer restrictions live at the SPV level, not the unit level. Unit transfers carry no company-level right of first refusal, no board approval, no 90-day notice period.

Governance

Instead of fighting for a board seat, you trade on what you think a decision is worth.

Conditional equity replaces control rights.

Both sides of a governance question (e.g., “company pivots to B2C before Q4” versus “company does not pivot”) are represented by conditional unit classes. Both are real equity denominated in the same 100M unit standard. If your outcome happens before the deadline, your units convert to standard regular units. If the other outcome happens, your units expire worthless.

graph LR
    A["Issuance<br/><i>Two unit classes created</i>"] --> B{"Deadline"}
    B -->|"Outcome A happens"| C["Class A converts<br/>to regular units"]
    B -->|"Outcome A does not happen"| D["Class B converts<br/>to regular units"]
    B -->|"Outcome A happens"| E["Class B expires<br/>worthless"]
    B -->|"Outcome A does not happen"| F["Class A expires<br/>worthless"]

    style A fill:#1a1625,stroke:#c840c0,color:#e0d8ec
    style B fill:#1a1625,stroke:#c840c0,color:#e0d8ec
    style C fill:#1a1625,stroke:#59b359,color:#e0d8ec
    style D fill:#1a1625,stroke:#59b359,color:#e0d8ec
    style E fill:#1a1625,stroke:#cc4444,color:#e0d8ec
    style F fill:#1a1625,stroke:#cc4444,color:#e0d8ec

The relative price of the two classes is the market’s probability estimate and implied valuation under each scenario. Everyone is long the company. Nobody is short the equity. But holders can be short a particular decision.

Management gets a direct price signal on what the market thinks their decisions are worth. No one needs a board seat because the market is doing the governance work.

Conditional equity is simpler than a liquidation waterfall. Two outcomes, binary conversion, transparent pricing.

For a full walkthrough of how this works in practice and what it replaces, see Governance Without Board Seats.

Warehousing

Existing shareholders of a company can convert their private shares into fund units. The Series issues new units as consideration to acquire the shares. The shareholder gets liquid, tradeable units on the CLOB with access to governance markets. The fund increases its position in the underlying company.

This is a conversion, not a sale. The shareholder moves from illiquid private stock with no exit to liquid units with continuous price discovery. The cost is the fund’s 1% annual fee (see below). For a shareholder sitting on restricted stock with no market, that’s a fraction of the 20% discount they’d pay selling through back-channel secondary deals today.