What is a Secondary Eligibility Window?

A secondary eligibility window is the point at which a tokenized ownership interest, having completed the Reg D 12-month holding period, becomes eligible for compliant secondary trading. It goes through registered broker-dealer and ATS partners, subject to all applicable transfer restrictions.

How the Secondary Eligibility Window Opens

Securities issued under Reg D 506(c) carry a 12-month holding period during which the securities cannot be resold. This is a federal requirement, not a platform policy. The clock starts at the date of issuance. The holding period must be fully completed before the ownership interest becomes eligible for any secondary transfer.

When an investor attempts to transfer their tokens before the 12-month period expires, the smart contract checks the issuance date and blocks the transfer if the period has not elapsed.

This automated enforcement eliminates the risk of accidental early transfer or deliberate circumvention through some workaround. Once the 12-month period expires, the secondary eligibility window opens.

This does not mean automatic liquidity. It means the securities are now permitted to be transferred through compliant channels, subject to verification that the transferee meets all eligibility requirements (accredited status, KYC/AML, jurisdictional eligibility).

What Happens After the Window Opens

After the secondary eligibility window opens, ownership interests can be listed for transfer through registered broker-dealer and Alternative Trading System partners. These both are integrated with the platform's compliance infrastructure. Each transfer must satisfy the transfer restrictions encoded in the smart contract layer:

The seller must have completed the holding period

The buyer must hold a verified wallet with a valid soulbound ERC-721 compliance token.

Securitize, as transfer agent, records each transfer in the investor registry. The on-chain record and the legal registry must reconcile. This dual-record process ensures that secondary transfers are both technically executed and legally valid.

Secondary Eligibility vs. Secondary Liquidity

Eligibility and liquidity are different concepts. Eligibility means the securities are legally permitted to trade. Liquidity means there is a willing buyer at an acceptable price.

Node prepares assets for compliant secondary eligibility. Node does not promise secondary liquidity.

The presence of a secondary eligibility window does not guarantee:

that an investor will find a buyer

that the buyer will pay a price the seller finds acceptable

or that the transaction will close within a specific timeframe.

Secondary markets for private securities are less liquid than public stock exchanges, and pricing is determined by negotiation between counterparties.

Secondary Eligibility Window at Node Proptech

Node structures every Reg D 506(c) offering with the 12-month holding period built into the on-chain transfer restrictions. The smart contract layer automatically blocks secondary transfers until the holding period has elapsed.

The presence of a secondary eligibility window does not guarantee that an investor will find a buyer, that the buyer will pay a price the seller finds acceptable, or that the transaction will close within a specific timeframe. Secondary markets for private securities are less liquid than public stock exchanges, and pricing is determined by negotiation between counterparties.

Once the window opens, compliant transfers are processed through integrated broker-dealer and ATS partners, with Securitize recording each transfer in the investor registry.