06InvestorsTrading between holders

A free market, among the eligible.

Stellar's order book, restricted to wallets the offering authorized.

After the lock-up, holders can sell to other eligible investors on Stellar's built-in order book (the SDEX), in share tokens against USDC. No separate exchange or matching engine is needed: the protocol matches orders and settles them atomically.

Recorded on Stellar testnet
A holder places a limit order to sell 20 KESTREL at 1.15 USDC, sees it on the book, then cancels it.
On-chain
  • Share tokens are issued with AUTH_REQUIRED, AUTH_REVOCABLE and AUTH_CLAWBACK_ENABLED.
  • A wallet can only hold the token once the offering has authorized it with authorize_holder, which checks eligibility and the holder cap.
  • Orders are ordinary manageSellOffer and manageBuyOffer operations. A frozen wallet can't trade.
Legal
  • Resale stays inside the eligible group: Reg S tokens don't flow back to US persons, and Reg D tokens only trade after the one-year hold.
  • The holder cap applies to secondary buyers too, keeping the token under the §12(g) trigger.