01 · Overview
Off-Market is an exchange for companies that have not listed. A pre-IPO share is a synthetic instrument, not equity: it is one leg of a fully collateralised pair minted against USDG, priced from the company's last reported private mark, and settled in cash on the day the company lists. No company is a counterparty and none of them signs anything.
The exchange has two surfaces. The vault mints and settles shares. The pools quote memes against them, so a meme can carry the story of a company that has no ticker.
02 · The share unit
One share equals one billionth of the company at its standing mark. ByteDance at a reported $900B secondary mark gives a $900.00 share; Kurly at ₩2.8T gives $1.90. The unit is fixed so that the same instrument works for a $900B name and a $2B name without rescaling anything.
A mark moves only on a public event: a reported funding round, a secondary print, or a filing. It is not a quote and it does not tick. Every mark on the book carries the type of evidence behind it, and the page states the date it was taken.
03 · The vault
Calling mint(name, n) locks n × cap of USDG and returns n LONG and n SHORT. The cap is five times the standing mark. At the moment of minting the fair value of LONG is the mark and the fair value of SHORT is the cap minus the mark, so minting is neutral and the minter can sell either leg.
The vault is solvent by construction: every outstanding pair is backed by the full cap, so the two legs together can never claim more than what was locked. The invariant the contract enforces is that the USDG balance is at least the cap times the number of pairs outstanding.
04 · Settlement
On listing day the settlement value of one share is the first-day closing price multiplied by shares outstanding and divided by one billion. LONG pays the smaller of that value and the cap. SHORT pays the remainder. Both legs redeem in USDG against the vault; neither can be redeemed before settlement.
The close is read from a Chainlink feed for the new ticker where one exists, and otherwise from a three of five attestation whose signers are published before the listing. If a company has not listed within 36 months, the pair settles at the standing mark, which returns the mark to LONG and the rest to SHORT.
05 · Pairs and pools
A pair is a constant product pool holding a meme token and the LONG leg of one share. Buying the meme is two hops: USDG buys LONG at the vault side, LONG enters the pool, and the pool returns the meme. Every buy therefore locks another LONG inside the pool, which is why the locked column on the board only grows while the pool is being bought.
The price of the meme in dollars is the pool ratio multiplied by the share mark. That is the reason a meme quoted in a $900 share and a meme quoted in a $1.90 share behave differently at the same seed size.
06 · Launching a pair
A launch takes three parameters: the meme ticker, the share it is quoted in, and the number of shares seeded. Supply is fixed at one billion tokens, of which 80 per cent goes into the pool. Before the button is pressed the page shows the collateral the vault will lock, the opening price and the opening cap, all derived from those three numbers.
The sequence is mint the collateralised pairs, deploy the meme token, then open and seed the pool. A pair of the same ticker and share cannot exist twice.
07 · Fees
Thirty basis points on every swap go to the pool. Five basis points go to the vault buffer, which exists to absorb gas at settlement and rounding on redemption, and which is published as a balance rather than a promise. Minting and redeeming carry no fee. There is no fee on the mark itself.
08 · Risks
The cap is a real ceiling. A company that lists above five times its standing mark pays LONG the cap, not the close. That is the price of full collateralisation, and it is the failure mode this design accepts on purpose.
The mark can be stale or wrong. Private marks come from reported rounds and secondary prints. They lag, they are sometimes marketing, and a bad mark mis-sizes the whole pair.
Settlement depends on an oracle. If no feed exists for a new ticker, settlement falls back to attestation, which is a trust assumption, not a proof.
A listing may never come. The 36 month horizon is a bound, not an outcome. Holding LONG for three years to settle at the mark is a real path.
Pools are thin at launch. A pair seeded with a few hundred shares moves several per cent on a small order, in both directions.
Access is restricted. Stock Tokens on this chain are not available to US persons, and nothing here is an offer.
09 · Contract surface
- mint(bytes32 name, uint256 n)
- Locks n × cap USDG, returns n LONG + n SHORT
- burn(bytes32 name, uint256 n)
- Returns a matched pair, releases n × cap
- openPair(address meme, bytes32 name)
- Creates the pool and seeds it
- swap(...)
- Constant product, 30 bps to the pool
- settle(bytes32 name, uint256 close)
- Freezes the pair at the listing close
- redeem(bytes32 name, uint256 n)
- Pays the settled leg in USDG
- markOf(bytes32 name)
- Standing mark and the block it was set
- collateralOf(bytes32 name)
- USDG held against pairs outstanding
Spec v0. Nothing on this page is deployed, and no address on this page accepts funds.