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Atomic Advisors Overview

Atomic Advisors is not a broker-dealer and we do not charge commissions to investors and sellers. We are an SEC-filed investment adviser. We make money by charging structuring advisory services and fund administration fees. Because our AI-Native platform operates with very low headcount and overhead, we can offer buyers and sellers savings of up to 70% versus other secondary marketplaes

No. We  are not a broker-dealer and we do not charge commissions. Atomic Advisors is an AI-native secondary platform for late stage private equity. By replacing the manual, high-overhead frameworks of traditional broker-dealers with automated software, we allow investors and sellers to close private asset transfers with zero commissions.

Private Market

Unlike publicly traded shares, investing in private company shares involves a structured process to complete transactions. Shareholders (early employees, executives and investors), can sell their shares on the Atomic platform. Atomic Advisors helps bridge the gap between buyers and sellers and streamlines the process, making private market investing more efficient and affordable.

Atomic Advisors offers data-driven insights but final pricing is ultimately decided by investor interest and the prevailing market conditions. Factors including company performance, funding rounds, and general economic conditions influence share value. 

If you haven't already, you can open an account now. You can explore the listings, historical trade activity, and overall market trends. Atomic Advisors provides access to price discovery and private market insights for free to sellers and accredited investors.

To sell shares in a private company, you start by creating an account and providing evidence of ownership. You can research recent market data to help determine your desired target price, then submit a non-binding indication of interest to sell . If you agree to the terms, the listing is launched and moves through necessary steps including, funding, company approval or ROFR (Right of First Refusal), before final settlement and funds transfer.

While Atomic Advisors offer data-driven insights, we do not perform private company valuations. The terms are ultimately determined by the buyers and sellers. To obtain information about a private company on Atomic Advisors, you can start by exploring our company search feature, which provides access to historical secondary market transaction data, recent trade activity, and pricing insights. 

Private companies are not required to disclose financial statements publicly and rarely do so. Atomic Advisors aggregates data from secondary market transactions, giving investors an insight into a company’s implied valuation trends. Keep in mind that valuations can fluctuate based on supply and demand dynamics in the private market and other factors.

You can access a company’s last closed trade price, previous funding round(s) data, and see current company demand and supply via the active order book on Atomic Advisors.

Almost all private companies have a Right of First Refusal (ROFR) on secondary stock sales. If a company exercises ROFR, it means that they have elected to exercise their right to purchase shares from a shareholder on the same terms agreed between that shareholder and a prospective buyer. As a seller, you would still complete the sale in this scenario, but the counterparty you are selling to would change. If ROFR is exercised, the seller still gets liquidity, but the original buyer in the transaction is replaced.

Investing in pre-IPO companies offer the potential for significant returns. But it also comes with risks that are different from public market investments. It’s important to do your own research, understand your risk tolerance, and speak with a financial advisor before investing. Here are some general things to keep in mind:

  • Limited liquidity: Private shares are not traded on public stock exchanges, so it may take time to find a buyer or seller. You may not be able to buy or sell when you want or at your desired price.
  • Company restrictions: Many private companies have policies like rights of first refusal (ROFR), transfer limitations, or required board approvals that can block or delay transactions.
  • Limited information: Private companies are not required to disclose financial or operational information publicly, which can make it harder to evaluate their performance or value. 
  • Pricing opacity: Unlike public stocks, private securities often don’t have a clear or daily market price. Pricing is based on prior trades, investor interest, or funding round valuations and may not reflect current fair value.
  • Longer timelines: Transactions can take weeks to close, especially if company approvals or legal steps are required.
  • Higher risk: These investments are speculative and may involve losing part or all of your investment—especially if the company remains private, delays a liquidity event, or fails altogether.

Investors

Private market investors include  individual investors, venture capital funds, mutual funds, and more. To participate as a buyer in the U.S., the investor must be deemed an “accredited investor”, as defined by federal securities laws by satisfying one of the following requirements:

  • Annual income over $200,000 ($300,000 with spouse or partner) for the past two years, with a reasonable expectation to have the same in the current year.
  • Net worth of at least $1 million (alone or with a spouse/partner), excluding their primary residence.
  • The individual is a licensed security professional (Series 7, Series 65, or Series 82).

You must be an Accredited Investor to purchase private securities on Atomic Advisors. You can find information about who meets the Accredited Investor definition here. If you meet these qualifications, you will be able to register on Atomic Advisors.

Yes. You can invest in private companies with a self-directed IRA..

Pre-IPO investing refers to investing in a company before it goes public and offers its shares on a public stock exchange. Pre-IPO investing can provide new opportunities for investors who believe that a company is poised for growth and has the potential to generate significant returns. However, it can be a high-risk investment, as there is typically less information available about the company's financial results than there would be for a publicly traded, reporting company.

Investors who participate in pre-IPO investing often do so through private placements or SPVs on secondary market platforms like Atomic Advisors. 

Investors buy pre-IPO companies for several reasons, including:

  • The potential for outsized returns
  • Investing early in a startup
  • Diversifying portfolios

Private companies are becoming increasingly more supportive of their shareholders finding liquidity.  All private companies have the Right of First Refusal (ROFR) on secondary stock sales which could ultimately prevent your purchase from proceeding. Some companies require board approval, legal opinions and/or transfer fees, for a sale of their securities. 

You can get started with Atomic Advisors with the following easy steps.

  • Register: If you're an accredited investor, you can open a free account on Atomic Advisors. This registration grants you access to a range of private company listings, data, and valuation tools. 
  • Explore: You can browse available opportunities in top private companies by accessing the individual company pages.
  • Track Companies: Add specific companies to your watchlist to stay informed about new listings key changes to your target companies
  • Invest: After identifying an opportunity, you can proceed to invest.

Unlike broker marketplaces that charge commissions up to 5% to both buyers and sellers, Atomic Advisors does not charge commissions. We charge a very low, one time fund administration fee.

It is a company’s internal process where its board of directors evaluates the terms of a transaction that has been proposed and can elect to either allow the transaction to proceed, to exercise its right of first refusal, or block the transaction outright. When a transaction is rejected, the buyer receives 100 percent of the funds deposited in escrow.

When you invest in SPVs, certain fees, including carried interest, may apply. Carried interest represents a portion of  the profits paid to the fund manager, taken by the fund manager from the proceeds of a liquidity event. Atomic Advisors does not charge carried interest.

Some SPVs charge an annual management fee to compensate them for the management and oversight of the fund. This is typically a set percentage rate, and some fund managers place a cap on the number of years this fee is charged. It is important to carefully review the terms of any transaction and to seek professional advice to ensure you understand all fees that apply. Atomic Advisors does not charge annual management fees.

Most SPV offerings have a $10,000 minimum investment with some as low as $5,000 .

When you submit an indication of interest to buy on Atomic Advisors, the IOI  becomes visible on the platform. This gives sellers an idea of buyer interest and what price they are willing to pay. We use the information to reach out to potential sells

No. There are no fees to post IOIs on Atomic Advisors and we do not charge commissions.

A direct investment involves buying shares directly from another shareholder or from the company itself. A fund investment is where an investor purchases units in an SPV created to hold a specified asset such as the shares of a privately held company. In a fund investment, the investor owns fund units, which give the investor 1:1 exposure to the shares of the privately held company. Atomic Advisors only deals with SPVs.

When  the company goes public, shareholders typically receive free-trading  shares from the company’s transfer agent. For SPVs, investors typically receive either publicly-tradeable shares or cash based on fund manager discretion.

You can access transaction and valuation data and stay informed about the latest private company trends on your Atomic Advisors dashboard. Our platform provides detailed analytics and historical pricing, so you can see the implied value of your investments. Additionally, you can set up notifications so you don’t miss any opportunities .

Atomic Advisors will notify you via email and include information regarding signing documents and funding your investment. Once all requirements are met, you will receive confirmation the ownership has been transferred to you..

No. You must be an Accredited Investor to purchase private securities..

Yes. You can invest in private securities through self-directed IRAs (SDIRA). 

Some private companies impose transfer restrictions or require board approval before shares can be transferred, while most have rights of first refusal that give the company itself or existing stakeholders priority in purchasing shares from those who sell. If you're interested in a specific company, please register for an account, and visit that company’s page—Atomic Advisors provides company-specific context regarding transferability restrictions.

Atomic Advisors only makes money when a fund closes. Your advisory fee is built into the price of the fund unit price and transparent to you.If the transaction doesn’t close, 100% of the purchase price is fully refunded to you.

The average escrow closes in 45 days. This is due primarily to the company’s 30 day Right of First Refusal (ROFR).

Shareholder

If you own private company shares, you’re generally eligible to sell them, though some restrictions may apply. Most private companies  have  a “right of first refusal.” Meaning, the company can exercise its right to buy your shares rather than letting you sell them to a third party.

Many private companies impose restrictions such as transfer limitations, rights of first refusal (ROFR), or requirements for board approval. For the most accurate guidance, we recommend confirming directly with your company’s stock administrator, legal, or finance team.

You can find valuation information such as recent trading activity of your company’s private shares as well as current offerings from other sellers and IOIs from buyers

Yes.  We suggest you consult with a financial advisor before exercising options so you understand the financial and tax implications.

The average time to close escrow is 45 days. Once the ownership transfer has been officially approved, funds are released from escrow to you.

No. Atomic Advisors does not charge any hidden or ongoing fees. Unlike broker marketplaces with commissions as high as 5%, hidden platform fees or upfront subscription costs, Atomic Advisors charge a very low, one-time fee paid at the close. No close, no fee!

Unlike broker marketplaces that charge up to 5%,  Atomic Advisors charges a deal structuring fee ranging from 1.5% - 0.75%. No close, no fees.

No, Atomic Advisors does not withhold taxes. You are responsible for your tax reporting and should consult a CPA or tax advisor.

You receive email notifications upon subscriptions being accepted. You can also log into your account for activity and timelines.

You’ll be prompted to upload proof of ownership. Please combine your certificates into a single file that clearly shows your name, the company, and the number of shares . 

The minimum transaction size ranges from $25,000 t0 $100,000 depending on demand, company-specific requirements, and structure. Sellers must provide  documentation to verify ownership and comply with regulatory requirements.

Atomic Advisors does not facilitate the exercise of stock options.

All listings on our platform are anonymous. Investors will be able to see details of the deal ( price, size, etc) but identities are not disclosed.

It takes 45 days on average to close escrow after it is subscribed to by investors.

Companies may choose to block transactions from taking place for a variety of reasons, including but not limited to, the proposed counterparty, the price per share in the transaction, required pre-approvals, adjustment of the company’s fair market value, new primary funding rounds, and other factors. If you are concerned that your company may block a transaction, we suggest getting confirmation from your company’s stock administrator, legal or finance team on the transferability of your shares or to ask for individual approval to sell. 

If a company exercises its Right of First Refusal (ROFR), it means that they have elected  to purchase your shares at the same terms you agreed to, You would still complete the sale and we will receive our fee.

Private companies often include transfer restrictions in their corporate bylaws or shareholder agreements to maintain regulatory compliance, manage ownership, maintain stability and align with strategic goals. These restrictions are designed to prevent unwanted parties from gaining influence in a company and further help preserve the company's culture and operational stability. More specifically, these potential restrictions can serve the following purposes:

  • Preserve private company status: To avoid triggering public reporting requirements, private companies may want to limit the number of shareholders on their cap table.
  • Maintain cap table integrity: Companies often want to vet or approve new shareholders to help ensure strategic alignment, avoid competitors acquiring equity stakes and information rights , and preserve relationships with employees or early investors.
  • Support future financing or acquisition events: Clean, controlled cap tables are important for due diligence in fundraising or M&A events. Transfer restrictions reduce surprises and unwanted ownership changes.

Sometimes a private company requires a legal opinion – this is when the company hires legal counsel to review and/or process the proposed transaction. Sometimes the company requires that the seller cover the fees associated with this, but company restrictions and shareholder negotiation may impact this. This fee is not charged by Atomic Advisors

Investors typically explore a variety of market dynamics including, for example:

  • Lowest target price to sell 
  • Highest target price to purchase 
  • Recently closed secondary transactions 
  • Primary funding rounds and institutional valuations 
  • Comparables from public/private companies 
  • News, market sentiment, and leadership  
  • Broader economic factors and liquidity preferences 

Generally, investors determine pricing based on a combination of factors, including some of the above inputs, applying their own interpretations and analyses to various signals to arrive at a price they’re prepared to pay for the asset.

The size of your IOI could influence the level of interest you receive. Some investors may be seeking larger or smaller positions than what you’ve listed, which can also affect pricing dynamics. If you’re open to selling a partial amount, you can specify both your total offer size and the minimum number of shares you are willing to sell when submitting your listing.

Atomic Advisors does not facilitate listings in RSUs while they remain restricted. They must first be converted to shares.

Common shares represent partial ownership in a company. They typically give holders voting rights and the chance to benefit from a company’s growth through appreciation in value.

Preferred shares are a type of company stock that typically provides certain advantages over common shares, such as priority in receiving proceeds if the company is sold, liquidated or goes bankrupt. They may also carry other rights defined in the company’s charter, such as special voting rights or specific transfer restrictions.

In the private market, different share classes can have varying rights and transferability rules, which can affect how they are transacted. Following an IPO, privately held preferred shares often convert to common stock, and in most cases, pricing is similar after conversion. Dividend rights on privately held preferred shares are uncommon.

If there’s limited or no investor interest in a given company, you can:

  • Consider adjusting your price to make the opportunity more attractive
  • Leverage Atomic Advisors’s market data tools to stay informed on changes in demand
  • Explore alternative liquidity options such as partial sales or company-sponsored liquidity events