Ventuals Pre-IPO

Issuing entity

VNTL Markets S.A., a Panama corporation, at Ave Ricardo J Alfaro, Betania, PH Century Tower, Floor 3, Office 317, Zip Code 07095, Panama City, Panama. the entity is named in the first sentence of the Terms of Use (effective 15 January 2026, https://ventuals.com/terms) and again, as "VNTL Markets S.A., a Panamanian corporation", in the Privacy Policy of the same date. js routes whose served HTML carries only a title, and neither is part of the GitBook docs corpus (absent from llms.txt and llms-full.txt), so a corpus search could not find them. The structural qualification stands: VNTL Markets issued no instrument at all. It was a HIP-3 market deployer on Hyperliquid, so this is the operator of the front end and the deployer of the markets, not the issuer of a security or a token - the Terms say so in terms ("We are not a counterparty, broker, exchange, registered securities platform, dealer, or custodian"). Officers were reported by the what-if pass as Alvin Hsia (CEO) and Emily Hsia (CTO) from the sunset-page footer; that is UNVERIFIED - neither name appears in the served HTML, in the React flight payload or in any of the 40 client chunks of app.ventuals.com/sunset, all re-read on 2026-09-18.

Entity jurisdiction

Panama. VNTL Markets S.A. is a Panama corporation with a registered address in Panama City, and the Terms go further than incorporation - they deem every transaction and its effects to occur "solely within the Republic of Panama and not in any other jurisdiction, regardless of where the you may have entered into or closed such Perps", with the trader agreeing not to take a contrary position.

Governing law

Panama. the Terms of Use are "governed by and will be construed under the Panama Arbitration Law, Law No. 131 of 2013 (Official Gazette No. 27 449-C, Jan. 8, 2014) and the laws of the Republic of Panama". Disputes run through a mandatory good-faith negotiation and then binding arbitration in Panama City, in English, administered by the Panama Conciliation and Arbitration Centre, with a jury-trial waiver, an express bar on class or consolidated claims, a 30-day postal opt-out to the Panama City office address, and the courts of the Republic of Panama as the fallback if the arbitration agreement does not apply. Recovery is capped at the greater of one hundred Panamanian balboa (PAB 100.00) and the fees paid to Ventuals in the preceding twelve months, and Ventuals’ officers, directors, employees and contractors are third-party beneficiaries entitled to enforce the Terms against the trader. The forum therefore exists and is identifiable; what it is worth is bounded by that cap.

Regulatory status

unknown / unlicensed, and structurally different from its peers: because a Ventuals position was a cash-settled derivative referencing a valuation rather than a claim on shares, no SPV, share transfer or securities offering was involved. Press coverage framed this as the category's regulatory workaround - a shift "from tokenized stock structures using special purpose vehicles, which have faced legal challenges, to synthetic perpetuals that may avoid some restrictions but could still face future scrutiny from private companies". No CFTC, SEC or offshore registration or exemption was found in any primary source. THE US-PERSON HALF OF THAT SENTENCE WAS WRONG AND IS the Terms of Use (effective 15 January 2026) exclude US persons in terms - "Ventuals is not available to the following persons and entities: (a) persons or entities who reside in the United States of America, or Ontario, Canada" - along with residents and citizens of Restricted Territories and any sanctioned person or entity, and forbid using "a VPN, proxy, Tor, or similar privacy or anonymization tools" to circumvent the geo-blocks. Enforcement was front-end geolocation plus a discretionary termination right, not KYC: no identity verification was ever performed, so screening could only ever be address- and IP-based, and the underlying HIP-3 market was permissionless (Hyperliquid introduced opt-in per-wallet allowlists for HIP-3 markets only in September 2026, after Ventuals had settled everything).

Holder claim

Nothing was owned. A position was a margin position in a Hyperliquid HIP-3 perpetual futures market, cash-settled in USDH. Docs are unambiguous: "Instead of share prices, on Ventuals you trade on whether you think the total valuation of the company is going to go up or down. When you have a position in a company on Ventuals, you do not have any underlying economic ownership in the company - you're merely speculating on its valuation change." Company valuations were divided by 1 billion and quoted as "Valuation Units".

Underlying custodian

none - there were no shares, SPV, holding entity or custodian anywhere in the structure. The only asset involved was USDH margin collateral held in the trader's on-chain HyperCore account. USDH is "deployed through Stripe's stablecoin platform (Bridge), fully backed 1:1 by US Treasuries, cash, and cash equivalents managed by BlackRock".

Available

No

Eligibility

n/a - positions were never redeemable for shares or any underlying. Exit was by closing the position on the order book, or by automatic cash settlement at wind-down.

Route / rails

PnL cash-settled in USDH with no USDH/USD conversion. At wind-down all open positions were settled automatically at a frozen mark price with no action required from traders; users then bridged USDH to USDC via the HyperCore USDH/USDC order book or the 1:1 zero-fee HyperEVM bridge through Across Protocol. UPDATE (2026-09-18): the last leg of that exit has moved and now ends at a KYC gate. usdh.com/migration - the "official USDH sunset information" link in the Sunset Guide - redirects to redeem.bridge.xyz, which reports "USDH Dashboard no longer available. Please follow redemption instructions below" and offers only direct redemption with Bridge: "KYC/KYB required", "Up to a week for verification; 3-5 business days for payout after verification". That is a fact about USDH’s issuer rather than about Ventuals, which required no KYC at any point - but it is the current state of the only published route from a settled Ventuals position to dollars.

KYC

No

Minimum

unknown

Fees

No deposit fees, no withdrawal fees and no cut of native HYPE staking yield on vHYPE - docs: "Ventuals has never earned any fees on vHYPE." Trading fees followed the Hyperliquid HIP-3 venue model.

Timing

Not established

Transfer mechanism

none

US persons excluded

Yes

Collateral ratio

none

Composition

none

Rehypothecation

undisclosed

Bankruptcy remote

Not established

Security interest

No

Verification type

none

Verification agent

Not established

Verification frequency

Not established

Verification notes

Nothing to verify by construction - a fully synthetic derivative has no reserve. This is not a disclosure failure but a category difference: where PreStocks and Tessera invite proof-of-reserve questions, Ventuals had no reserve to prove. What was verifiable was the margin system itself: positions, oracle prices and USDH collateral all lived on Hyperliquid and were publicly inspectable on-chain, with oracle prices pushed roughly every 3 seconds.

How custody affects DeFi enforcement →

Dividends

none

Voting

none

Corporate actions

n/a - no equity, so no dividends, splits, votes or cap-table events could flow through. The only lifecycle event was the venue's own wind-down, which functioned as a synthetic settlement: effective 9:30am ET 2026-06-15 the OPENAI and ANTHROPIC marks were frozen at their 24-hour TWAPs (mark samples every 5 minutes) and funding rates set to 0, "the fairest settlement mechanic considering that these markets do not have a realtime external reference price". OPENAI halted 10:30am ET 2026-06-15 and settled at $1,341.80; ANTHROPIC halted 11:30am ET 2026-06-15 and settled at $1,618.90. Commodity markets froze to CME prices at 2:20pm ET 2026-06-18 (SOY 2:30pm, WHEAT 3:30pm); index markets froze at 4:00pm ET 2026-06-18 and halted hourly from 4:30pm to 11:30pm ET. vHYPE withdrawals returned HYPE 1:1 plus accrued native staking yield, batch-processed from 10am ET 2026-06-19 and every 24-72 hours thereafter.

Pricing

reference market: platform-mark · arbitrageable: false · notes: Two-thirds self-referential, and the operator said so. Oracle price = (1/3) x Notice valuation estimate + (2/3) x 2-hour EMA of Ventuals' own mark price, pushed on-chain about every 3 seconds. The external third came from Notice (notice.co), polled at least once a minute, incorporating secondary transactions, secondary bids and offers, fundraising announcements, mutual fund marks, 409A valuations and a comparable public-company set. Mark price was itself an EMA of a liquidity-weighted impact price with a dynamic coefficient k that falls to 0 once the impact price deviates 2% or more from its 1-minute EMA, capping mark movement at 0.125-0.2% per update. The operator designed in room for price discovery deliberately, citing the "IPO pop" phenomenon - but the sunset guide concedes outright that these markets "do not have a realtime external reference price", so no arbitrage could anchor them and the settlement price had to be an internal TWAP. The one external validation point in the sector: a Hyperliquid pre-IPO perp priced Cerebras within 1.3% of its $350 Nasdaq opening price.

• Welcome to Ventuals (product docs)
• Sunset Guide - full settlement methodology, prices, halt schedule, vHYPE withdrawals
• Markets - private companies, indices, commodities, leverage and OI caps
• Perp specifications: Private Companies - oracle, mark price, funding
• Sunset page (live; now shows only the sunset notice)
• Notice - offchain private-company valuation methodology used in the oracle
• CoinDesk: Hyperliquid loses Anthropic, OpenAI markets as creator shuts down project
• The Defiant: Hyperliquid-Based Ventuals Winds Down On-Chain Pre-IPO Markets
• Ventuals Terms of Use, effective 15 January 2026 - the document two earlier passes concluded did not exist. Uniquely establishes the counterparty (VNTL Markets S.A., a Panama corporation, Panama City address), Panamanian governing law and Panama City arbitration with a jury-trial and class-action waiver, the PAB 100.00 liability cap, the exclusion of US persons and Ontario residents, and the reserved rights to remove any market without notice, terminate an account at discretion and amend the Terms unilaterally. Client-rendered: the text is in the page’s React flight payload, not in the served HTML.
• Ventuals Privacy Policy, effective 15 January 2026 - the second, independent naming of the entity ("VNTL Markets S.A., a Panamanian corporation") and the only account of what was collected (wallet addresses, transaction history, country-level geolocation, no taxpayer identification) and with whom it was shared, including regulators, law enforcement and blockchain-analysis vendors.
• Wayback capture of the Terms of Use at app.ventuals.com/terms, 22 April 2026 - establishes that these Terms were live and materially unchanged two months before the wind-down, which is what makes them the operative terms for a position held in June 2026.
• Hyperliquid HIP-3: Builder-deployed perpetuals - the only specification of what a market deployer can and cannot do, and the source for the three facts that decide most of this dossier’s failure modes: haltTrading settles every position at the mark price, the deployer must stake 500,000 HYPE, and slashed stake "is burned instead of being distributed to affected users".
• Hyperliquid Docs - Auto-deleveraging: how another trader’s negative account value is allocated to the most profitable and most levered positions on the other side, with the guarantee that a trader holding no open position socialises none of it. The nearest analogue to a backing shortfall in a structure with no reserve.
• FCA warning notice for Hyperliquid, published 21 May 2026 - the only regulator document naming any party in this structure, and it names Hyperliquid rather than Ventuals or VNTL Markets S.A.; no enforcement action against either was found.
• Bridge stablecoin redemption page - where the Sunset Guide’s own USDH link (usdh.com/migration) now lands. Uniquely establishes that the USDH Dashboard is gone and that the only remaining direct route from USDH to dollars is a Bridge redemption requiring KYC/KYB, up to a week of verification and 3-5 business days for payout.

Inspect source freshness and individual claims →

• the repo's "Ventuals Pre-IPO" entry is typed "Tokenized Pre-IPO Equity" with tokenStandard "HyperEVM". Ventuals never tokenized equity and issued no pre-IPO token - it deployed HIP-3 perpetual futures markets on Hyperliquid. The record's asset_image also points at a vHYPE logo, which is the HYPE staking vault token rather than any pre-IPO asset. The blockchain field (Hyperliquid) is correct.
• Ventuals has no Solana presence - no program, no mint, no Solana deployment at any point. The dossier was requested on the assumption of Solana pre-IPO exposure; the Solana pre-IPO issuers are PreStocks and Tessera.
• The record should be marked defunct: all markets were settled and halted in June 2026 and app.ventuals.com now serves only a sunset notice. Consider whether rwa-sonar keeps defunct entries with a status flag or retires them, since a maturity grade on a dead product is misleading either way.
• Which Hyperliquid-ecosystem project did the team join? Neither the announcement nor any coverage named it, and it matters for whether these markets return under a new operator.
• ANSWERED (2026-09-18): yes, and yes. A Terms of Use effective 15 January 2026 was published at https://ventuals.com/terms (serving at app.ventuals.com/terms), linked from the footer of every docs page and present in Wayback captures from 2026-03-10 onward, with a Privacy Policy of the same date. It excludes US persons expressly - "persons or entities who reside in the United States of America, or Ontario, Canada" - alongside Restricted Territories and sanctioned persons, and bars VPN or proxy use to circumvent the geo-blocks. So the reading that a synthetic structure sidesteps the SPV transfer-restriction problem was only half right: Ventuals still fenced off US persons contractually, it simply did it at the front end instead of at a token. It also names VNTL Markets S.A. (Panama) as the counterparty, Panamanian law as the governing law and Panama City arbitration as the forum. WHY IT WAS MISSED, which is the part worth keeping: the Terms are not in the docs corpus (neither llms.txt nor llms-full.txt) and the page is a client-rendered Next.js route whose served HTML contains only the title.
• PARTLY ANSWERED (2026-09-18): the deadline passed and the escape hatch is still open, so nothing observed says anyone has been locked out yet. Three days after the stated 2026-09-15 end of support, app.ventuals.com/sunset still returns HTTP 200 and its client bundle still ships the wallet-export action, and docs.ventuals.com and the Sunset Guide are still served. STILL OPEN, and not answerable from outside: whether any email-signup user failed to export their Privy wallet in time, since Privy "makes no representations as to its ability to retrieve Wallets" and there is no public register of these accounts. What HAS moved is the next leg: usdh.com/migration now redirects to redeem.bridge.xyz, where the USDH Dashboard is gone and direct redemption requires KYC/KYB with Bridge - so a user who still holds USDH today faces an identity gate that never existed on Ventuals.
• Note for cross-referencing: Ventuals ran OPENAI and ANTHROPIC markets but not SPACEX in the final period - press attributes the SPACEX pre-IPO perp on Hyperliquid to Trade.xyz, while the Ventuals docs list SPACEX among its own markets. Deployer attribution over time is unresolved.
• Watcher limitation: ventuals.com and app.ventuals.com are client-rendered Next.js routes, so the watcher stores only a title for every page and cannot see the Terms of Use, the Privacy Policy or the sunset notice at all. The text is recoverable without a browser: it sits in the self.__next_f flight-payload push calls in the served HTML, JSON-decodable one string at a time. stocks/watch-sources.mjs needs a flight-payload extractor in its HTML normaliser, or every claim sourced to ventuals.com will read as quote-lost on the next watch run.