FAQ
Questions serious allocators ask.
Twelve answers, tight. If the specific question you have isn’t here, mail hello@truffle.tech.
Truffle is a private venue for block trades in pre-IPO companies. Accredited investors post anonymous indications of interest; when the other side appears, Truffle generates the transaction documents and settles the trade through a licensed escrow agent. Truffle is not a broker-dealer, investment adviser, or exchange — we never hold shares or principal.
Accredited investors as defined in SEC Rule 501(a), by invitation only. Access from OFAC-sanctioned jurisdictions is blocked. Non-US accredited investors are welcome subject to their home-jurisdiction rules; we do not advise on cross-border eligibility.
Identity is verified through a hosted partner flow (passport / ID scan never touches Truffle servers), accreditation attestation is confirmed, and the jurisdiction is checked against the restricted-countries list. Approval or denial is communicated by email.
On posting an indication of interest you see size and spread on the other side — never the name. Identities are revealed only after both parties sign a mutual NDA specific to that deal. Truffle sees both identities internally to run the match; neither party sees the other until NDA execution.
Truffle uses Escrow.com (Internet Escrow Services, Inc. — licensed by the California DFPI and Washington DFI, Escrow License #7007) as its per-deal escrow partner. Principal is wired directly to Escrow.com’s trust account — never to Truffle or Toadstool LLC Escrow.com releases funds to the seller only after the issuer’s transfer agent confirms the share transfer. We never hold principal or shares at any point in the lifecycle.
The seller sends a ROFR notice to the issuer. Truffle provides a document template and tracks the clock in-app, but the template is informational only — not legal advice. Seller’s counsel reviews and sends it to the issuer’s corporate secretary. If the issuer or existing shareholders exercise ROFR, escrow returns the buyer’s wire and the deal unwinds. We do not act as the seller’s agent with the issuer.
Before a match advances past the NDA stage, the seller provides proof of ownership — typically a stock-power reference from the issuer’s transfer agent (Carta, Pulley, or similar) or a counter-signed cap-table letter. Matches are also strictly share-class gated — a buy indication on Preferred Series D cannot match a sell indication on Common. This is enforced in the matcher, not just in the UI. Fake listings get the seller removed permanently and forfeit any buyer-side deposits already posted.
If the seller can’t deliver (ROFR exercised, cap-table defect, withdrawn), escrow returns the full principal to the buyer and both IOIs are released back to the matching pool if the parties choose. If documents are agreed but not signed within 14 days, the match expires and either side can re-list.
The platform fee is 0% during v1 launch — no take rate, no spread, no hidden charges on either side of the trade. Revenue comes from optional advisory work on specific founder-sourced deals, paid directly between the parties and the advisor, not by Truffle. We do not take payment for the platform itself.
Name, accreditation attestation, and jurisdiction are required to transact. Identity-document review happens at our KYC partner — scans and biometric data never reach Truffle. Personal data we do store is encrypted at rest (AES-256-GCM, per-field IV) with a 30-day TTL on anything not tied to an approved membership. See the privacy policy for the full list.
Truffle is a product of Toadstool LLC, a UAE limited liability company. Neither Truffle nor Toadstool LLC is a registered broker-dealer, investment adviser, or securities exchange. All transactions are between the parties, advised by their own counsel, and conducted under applicable securities-law exemptions including Section 4(a)(7) and Rule 144 where available.
Yes, and we tailor the flow for you. Post an anonymous sell indication, tag your role (founder / employee / ex-employee / advisor), and set the notional you’re comfortable with. The match stays anonymous through the NDA, and we never surface that a listing exists to the broader room before you accept a match. You’re responsible for verifying your share restrictions (company-imposed lock-ups, vesting, Rule 144 holding period, insider-trading windows) with your own counsel before signing. We can help you navigate ROFR procedurally but never act on your behalf with the issuer.
Yes — add the company to your watchlist and pick a side (buy / sell / both). We’ll email you the moment an opposite-side firm indication lands. No price commitment, no counterparty exposure until you decide to act on the alert.
Truffle is invitation-only during the private beta. If a current member sent you a share link (truffle.tech/vip/join?ref=...), use it. Otherwise, request access from the homepage — the review runs against our standard identity and accreditation checks. We do not open the waitlist to public solicitation.