SecondLane 執行長 Omar-Shakeeb Zahir：65 兆美元私募市場的流動性困境

0:0065 兆美元的規模與現實

0:00這個數字真的很大，65 兆美元。讓大家有個具體的畫面，如果你把一百元美鈔一張一張連起來，從地球開始，能到太陽的三分之二距離。這就是這個數字的規模。我們今天就是要討論這個數字，還有我們能為它做什麼，以及 SecondLane 正在做什麼。The number is pretty big, 65 trillion. Just to give you guys a visual aid for that, if you would have hundred dollar bills put it end to end from the Earth, you would get two-thirds of the distance towards the Sun. That's how big this number is. And we are here to talk about this specific number and what it is about and what we can actually do for it, or what we are doing on Second Lane on this number.

0:35我一個一個來說。首先，我在這個領域已經十年了，專注於二級市場，幫助加密圈的人連結流動性，從 A 到 B 到 C，觀察這個生態怎麼運作。我們合作過六七萬個 LP、個人投資人、高資產族群、VC、基金，幾乎你想得到的都有。這些都跟 SAFE、SAFT、鎖倉代幣、基金會金庫、各種選擇權有關。這些經驗最後促成了 SecondLane 的誕生。Let me just go one by one. First off, I've been in the space for 10 years. I've been doing secondary markets for 10 years, connecting people in crypto, bridging liquidity A to B to C. Seeing how it works. We work with 60, 70,000 LPs, individual investors, high net worth people, VCs, funds, whomever you can imagine. These are all in regards to safe, SAFTs, lock tokens, foundation treasuries, all sorts of options. And that, at some point, translated into second lane, into creating second lane.

1:12現在我們團隊分布全球，SecondLane 已經成為一個品牌。我們的介紹價值已經超過 50 億美元，服務 7 萬個機構客戶和數十個 LP。為什麼特別提 LP？因為 SecondLane 會設立 SPV，讓大家可以透過我們參與這類交易。這種架構很有意思。Which is right now with my co-founders being diversified around the world, and that has been the brand. Our introduction value has been into five billions. That's the range and above, 70,000 institutional clients and dozens of LPs. Why I mentioned LPs specifically is because Second Lane sets up SPVs. And through us people invest into those type of deals as well. And that's an interesting setup.

1:43市場演變與基礎設施缺口

1:43在某個時刻，我們在2023年看到市場正在演變，正朝著一個不同的方向發展，在那個方向上，基礎設施是必須的，網路是必須的，這樣你才能在那個環境中運作。這就是整個組件出現的原因。接下來，你們可能都知道，就是所謂的 pre-IPO 時期。大多數人都在嘗試參與像 Anthropic、Anduril 這類的交易，你能想到的都有。我們為每一位對這類交易有興趣的人都提供了選擇，讓他們真的能參與這些類型的交易。這就是我們在做的事情，也是我們所建立的體系。我們在 pre-IPO 階段提供流動性，pre-TG 也有，有時候甚至在 post-TG 階段也會提供，因為你可以想像，流動性有時候是非常稀缺的。At some point, we saw in 2023 that the market was evolving, evolving into a different direction in which infrastructure is needed, a network is needed, so that you can work through that as well. And that's where this whole component arise. And the next thing, and you guys probably know this, the pre-IPO era. Most people are trying to get to these deals like Anthropic, Anduril, you name it. And we have options for each and every one whom is interested in those kind of deals to get actually in those type of deals as well. That's what we do, and that's what we set up. And we provide liquidity pre-IPO. Pre-TG, but also sometimes post-TG as well, because as you can imagine, liquidity is sometimes very scarce.

2:30如果你想要賣出一千萬、兩千萬，你沒辦法在一個流動性高或流動性低的資產上賣出。這是不可能的。這也是為什麼他們會來找我們，然後在某些情況下，他們會試著透過我們的平台來完成這些交易。And if you want to sell 10, 20 million, you can't sell it on a liquid or illiquid asset. Not possible. That's why they reach out to us, and then they try to get these things done through our venue in some cases.

2:44第二，為什麼要在加密貨幣會議上談論股票？你們可能都在看著我，心想：「這是對的主題嗎？」其實是的。為什麼？因為在過去幾年裡，最大的IPO和最多財富的產生，都是透過加密貨幣發生的。你可以看到這些名字，很明顯，像是Coinbase、Circle、Bullish、BitGo、Gemini，Coinbase甚至是直接上市，根本沒有進行IPO，就是直接從起跑線衝出去完成了。接下來要跟進的，當然還有Kraken、Blockchain、Ledger這些公司，而SecondLane也是Kraken的投資者之一。但這個趨勢也會延續到Polymarket、Calshi，還有其他公司也會陸續跟進。Second, why talk about equities in a crypto conference? Probably all of you are looking at me like, Is this the right type? Well, it is. Why? Because in the last couple of years, the most biggest IPOs and most wealth generations were all from crypto happening through. You can see the name, obviously, Coinbase, Circle, Bullish. BitGo, Gemini, Coinbase even went to a direct listing. It didn't even do an IPO. It was like straight out of the boot and get done with it. The next to follow is obviously Kraken, Blockchain, Ledger, all these guys, and Second Lane is an investor in Kraken specifically as well. But it will follow on Polymarket, on Calshi, and others will follow as well.

3:31我不知道你們知不知道，不過Poly現在的市值大約在一百五十億左右。Calshi則大約有兩百億。所以請記住，這也是這類交易和內部運作的起源。I don't know if you guys know this, but Poly is sitting somewhere around 15-ish billion. Calshi is sitting around 20 billion even. So keep in mind that that is also the origination of these type of deals and inside.

3:46二級市場流動性困境

3:46回到剛才的話題，這就是我一開始想給大家看的這張圖。看看這個數字，65兆。這是我們在2032年會達到的數字。而且，流動性邊際還是在另一邊，也就是2%。只有2%是在次級市場上被交易。剩下的98%根本沒有人碰，這真的很瘋狂。根據麥肯錫目前的報告，現在是16兆。我們用各種數據來源：麥肯錫、Jefferies、PitchBook、Carta，還有Dakota，所有你能想到的選項來產生我們自己的數據。So going back to, this is the picture that I was actually starting to show you guys. Look at this number, 65 trillion. That's the number that we will hit at 2032. And it is still, the liquidity margin sits on the other side, which is 2%. 2% is being transacted on secondary markets. The 98% is like nobody is even touching that at all. And that's insane. 16 trillion at this moment, currently, McKinsey reports. We use all sorts of data: McKinsey, Jefferies, PitchBook, Carta, you name it, Dakota, all sorts of options to generate our own data.

4:29我們保留了過去五、六年的資料，就是為了向大家展示這一切的發展方向、來源，以及這一年當中價值是如何產生的。And we kept our data for the last five, six years, just to showcase everybody where it's heading, where it's coming from, and how the value is being generated over the course of the year.

4:422025 年預估 2400 億美元，今年上半年已經有 1210 億美元成交量，規模越來越大，但還是不夠。Evercore 統計，65 兆美元的市場，流動性不到 0.4%。這還差得遠。240 billion. In 2025, but in the first two quarters of this year, we are already sitting at 121 billion. So it's going bigger. This year it will generate more volume, but still not good enough. But it needs to grow much bigger at that point. In the first half, Evercore, 65 trillion volume, under 0.4%. That's what it is at this point. That's not definitely by far not there yet.

5:16私募基金的流動性壓力

5:16這張圖對所有投資基金或自己投資的人都很重要，因為流動性壓力超級大。現在有 3.2 萬家私募股權基金還在等流動性時刻，這通常代表 IPO、被併購，或公司自己回購股份。這些基金有 3.8 兆美元的價值閒置著，什麼事都沒發生。To go further, this is the slide that is the most interesting one for each and every one that invests out there through funds or yourself, whatever you can imagine. Like, the liquidity pressure is insane. There are 32,000 private equity funds out there who are still there and waiting for their moment of liquidity. And liquidity moment means IPO, or being bought out by someone, or the company. Does nothing and just buys you out at some point. That's the other option of the sorting as well. So that's 3.8 trillion of value sitting on the side, nothing happening on those specifically.

6:06在過去七年裡，這些基金的DPI已經從70%，也就是每一美元有70美分，降到了四到二十美分的區間。四美分基本上是過去六到九個月的數字，這真的是一個瘋狂的水準。所以如果我投資一美元到一個基金裡，過一兩年或三年，我只會拿回四美分。這對於任何一個基金來說，都是非常糟糕的報酬率。所以這會在不同層面上產生摩擦。And in the last seven years, the DPI on these funds have moved from 70%, 70 cents to a dollar. Into the range of four to twenty cents. Four cents is literally of the last six to nine months, basically, which is an insane level. So if I were to invest a dollar into a fund, I would get four cents back in return within a year or two or three. That's horrible returns on any given investments that you would do on any given fund out there. So what this does is it creates a friction on a different level.

6:41我的意思是，如果我投資一個基金，而他們明年只會給我四分錢的回報，那我就不會再投資這個基金了。我會說，你知道嗎，算了吧。我去做別的事情。我不會投資。我沒有資本可以投資。所以那個基金就不會有資本可以再投資到下一代的創業者身上。這是一個很糟糕的狀況，因為這會變成結構性的問題，而不是週期性的問題。它會變成結構性的。What I mean by that is if I were to invest in a fund and they would give me four cents back next year, I wouldn't make that investment into that fund anymore. I would say, you know what, to hell with it. I'm going to do something else. I'm going to not invest. I don't have the capital to invest. So that given fund won't have the capital to reinvest that amount of money into the next generation of founders. And that's a horrible setup because it becomes a structural thing. It's not a cyclical thing. It becomes structural.

7:12所以他們將無法再投資於另一個基金，他們也無法再投資於另一位創辦人，而那位新的創辦人也無法再去創造那項技術，然後這個循環就會一再重複。這也是為什麼這個東西的價格會從七十美分跌到目前的四美分的原因。So they won't be able to invest in another fund, and they won't be able to invest in another founder, and that another founder wouldn't be able to just—Create that tech anymore, and then the loop goes around and around and around. And that's why the reason why this thing dropped from 70 cents to the current 4 cents at this moment.

7:33流動性策略與現有問題

7:33所以這些基金在把錢投入他們想投資的地方時確實很聰明，但最終，他們在把錢拿出來這件事上做得還不夠好。他們需要有合適的清算策略。這正是他們目前所缺乏的。而這裡的關鍵點就是流動性。流動性不存在，即使存在，他們也沒有以正確的方式利用它。這才是他們應該做的事情。有史以來最大的首次公開募股（IPO），SpaceX，價值驚人，大約兩兆。每個人都很喜歡它，但在當下這個時刻，每個人都在期待下一個，而下一個很可能是Anthropic。讓我舉這個例子。對於那些不了解的人來說，Anthropic的估值同樣達到兩兆。So the funds are definitely smart in putting money into wherever they want to put money, but at the end, they are not good enough into getting their money out. They need to have proper liquidation strategies. That's what they're actually missing at this point. And the key point on this thing is liquidity. Liquidity isn't there, and if it is there, they're not tapping into it in the proper manner. That's what they should be doing. The biggest IPO ever, SpaceX, insane value, around two. Everybody loved it, but at this current moment. Everybody is hoping for the next one, and the next one is probably Anthropic. Let me use that. Everybody who doesn't know about this, they are being valued at two trillion as well.

8:21目前，上一輪的估值是在9350億。就在這個時刻，實際上在二級市場上，我們看到的是1.3兆、1.6兆。資產被到處轉移。這也是這個拼圖中棘手的部分，因為如果你用二級市場的價格來估值，然後公司上市後股價下跌，就像SpaceX那樣，那整個體系的流動性在哪裡？這就成為整個問題的關鍵。因此，不論是在左邊還是右邊，都沒有現金回饋，沒有流動性提供者承諾，沒有下一支基金，創辦人什麼都拿不到。這就成為整個架構上的結構性問題。Currently, last round was at 935 billion. At this moment, literally on the secondary market, we are seeing 1.3, 1.6 trillion. Assets being moved left and right. And that's the tricky piece of this puzzle as well, because if you value it off the secondary market and it goes IPO and it drops, just like SpaceX did, where is the liquidity on the whole thing? That becomes the issue on the whole thing. So on the left side, on the right side, no cashback, no LPs to commit, no next fund, founders don't get anything. And that becomes a structural issue. On the whole setup.

8:58我希望看到的不是紙上估值，而是真正的分配，這樣我才知道有回報、有資本回流。這才是現在的問題所在。So what I would love to have is not a markup on paper, a NAV asking me like, hey, this could do another three, five, sixx. No, not interesting. I would want to see a distribution, because then I know that I have my returns, that I have my capital back at some point, which is the issue at this point.

9:18舊時代基礎設施的痛點

9:18回到我們的問題：我們現在做的是 2030 年的交易，但用的卻是 1990 年的基礎設施。大家還在用 Telegram、WhatsApp 群組、Excel 表格在撮合，根本沒有效率。中間還有一堆野生仲介賺差價，有時候我們跟一方談，結果中間還有三四個人，這種案子我們就不做了，因為資產價格被抬高，已經沒意思了。Going back to our problem. Which is at this moment, if you look at what we are doing is we are trying to do trades of 2030 into an infrastructure which is built in 1990. And that's the core issue, because we have Telegram groups, we have WhatsApp groups, we have spreadsheets that people are working through. They're looking at it and trying to match people with one another, and it doesn't work. Wild West brokers trying to get as much money in between. And even for us, if we are working with one party, there are like sometimes three, four parties in the middle of us and another potential buyer or seller or whatsoever. And at that point, we just pass. We're not interested in this. Why? Because the value of that asset goes higher and higher and higher, and it's no more interesting for us to do that type of deal as well.

10:14這就是我們想要改變的地方：建立一個能夠滿足這項特定需求的基礎設施，無論對象是誰，不管是投資人、創辦人、顧問，任何角色都可以，因為每個人遲早都會需要流動性。在Second Lane這邊，我們已經建立了一套六個步驟，並且每一筆交易我們都會遵循這六個步驟。每一筆交易其實都非常類似。首先是起始階段。有人來找我們，說他想要買XYZ或賣XYZ。我們會檢查這個需求，並且審核這個人。接下來的階段是盡職調查。盡職調查的意思就是對這個人進行QIC、QIB的審查，確認這個人是誰。So this is what we want to change: create an infrastructure that attends to this specific need of whomever is out there, has an investor, has a founder, has an advisor, you name it, because everybody needs liquidity at some point. What we have done on Second Lane side, we have just created six steps that we follow on each and every deal. Each and every deal is pretty similar to each other. So we begin with the origination. Someone comes to us and says, I want to buy XYZ or sell XYZ. We check that. We vet that given person. The next phase is due diligence. Due diligence means QIC, QIB, that person. See whom it is.

10:56這個人是不是應該是那個人，還是說，請原諒我的用詞，是來自北韓的人，這顯然是你想要避免的。所以這是我們這邊會做的一個審查。第三個則是實際的媒合，因為這樣你就可以看到對面是否有潛在的買家或賣家，能夠和你手上的這個人進行實際的配對。如果價格和交易結構也都合適，因為這必須是無風險的。我的意思是，如果我要買Polymarket，我會希望在紙面上擁有這些股份，這樣我就可以去某個地方，去那個特定的基金，然後說：「嘿，我擁有XYZ的股份。」Is it the person that it needs to be, or is it someone from, pardon my language, North Korea, which you want to avoid, obviously. So that's a check that we do on our side. Third one is the actual matchmaking itself, because then you can see if there is a potential buyer or seller on the other side with whom you can actually match this given person. And if the pricing and the structure of the deal works as well, because it needs to be risk-free. What I mean by that is if I were to buy Polymarket, I would want to own the shares on paper so that I can go somewhere and go to that given fund and say, Hey, I own XYZ shares.

11:36我可以把它們放在我的Carta帳戶下嗎？這在某種程度上應該是有可能的。這就是「媒合」的意思。第三點當然就是定價和結構，這樣你才能對應、在紙本上確認，並且實際簽署合約。Could I have them under my Carta account? That should be a possibility to a certain degree. That's what. Matchmaking means. Third is obviously pricing and structure, so that you can match that, confirm that on paper, and actually sign the contracts.

11:51這是另一個部分。第五和第六步是最繁瑣的流程。為什麼呢？因為第五步基本上就是結算。這代表你必須實際去找基金會，說服他們允許你取得你的資產。如果他們不允許，那我大概會建議你放棄這筆交易，因為買下某個東西並投入一筆資本，卻連那個資產的權利都沒有，風險實在太高了。所以我寧願在那個時候告訴你不要做，因為外面可能還有更好的交易，你會看到其他的機會。最後一個步驟，當然就是實際取得股份。That's another part. Five and six are the most cumbersome processes. Why? Because five is basically a settlement. What it means is going to the actual foundation and talking to them into allowing you to obtain your assets. If they don't allow it, then I would probably recommend pass on the deal, because it is too risky to buy something and put an X amount of capital, and you don't have even the rights for that asset. So I would rather tell you at that point, don't do it, because there are better deals out there probably, you would see another deal. And the last one is obviously getting into actual shares.

12:30在紙本上，或是在你的名字下，這樣你就可以看到你擁有那張股票的證書，或者至少你可以說我是這個基金的有限合夥人，我在 cap table 上。這就是你可以向這些人，甚至你自己展示的實際證明。所以這件事情最糟糕的地方，其實就是這個週轉時間，通常是 30 到 90 天。這就是流動性缺口。On paper, on your name, so that you can see that you own the certificate of that share, or at least that you can say that I'm an LP in this fund, whom is on the cap table. That's the actual proof that you can show to these people and to yourself as well. So that's basically the turnaround of this thing is the most horrible thing, which is between 30 to 90 days. That's the liquidity gap.

12:55流動性落差的現場實驗

12:55在這整個情境下，我想做個實驗，就在這裡。讓我們來看看這是否可行。現場有沒有人擁有代幣？如果你有代幣，請舉手。對吧？好，下一個問題。如果你擁有代幣，而且你能在兩週內賣掉那個股權的話，請舉手。沒有人，對吧？這就是我所說的流動性缺口。沒有人能夠在兩週的時間內賣掉那個資產。在代幣這一邊，你大概可以賣掉，因為鏈存在，流動性也在。你只要打開 Cow Protocol、Uniswap，或任何你能想到的平台，就可以直接賣掉，然後繼續往下走。而在另一邊，PA，這是不可能的。On this whole setup, like I'm going to do an experiment, like here. Let's see if this works. Does anybody here own a token? Like, raise your hands if you own a token. Right? Okay. Next one. Raise your hand if you own a token and if you could sell that equity within two weeks. Nobody, right? That's the liquidity gap that I have. Nobody is able to sell that asset within a time frame of two weeks. On the token side, you could probably sell it because the chain is there, the liquidity is there. You can just pop up Cow Protocol, Uniswap, whatever you can imagine, and just sell it and move on. And on the other side, PA, not possible.

13:40你需要去多個場地，或者找像我們這樣的人。和他們談談，看看這是否可行，是否有需求。而這正是我們正在努力解決的問題。You would need to go to multiple venues or guys like us. Talk to them and see if it is possible, if it is demand. And that's what we are trying to resolve on our side.

13:5030 到 90 天的問題不只是紙上問題，還會造成資金流動的結構性障礙。你要找律師處理文件，光是法律費用就要 2.5 萬到 20 萬美元，量大才有規模經濟。這就是為什麼這個流程需要優化。The 30 to 90 days problem is not only a problem on paper, but it becomes also a structural money problem itself as well, because there are twofold to it. A, if you want to go to a lawyer and talk to them into getting these docs done, it takes you. 25K up to 200K to get this done. That's a lot of money. And when you have a higher volume, then it gets you much lower. That makes much more sense on that level. So that's the ratio that needs to be get done.

14:22未來解方：代幣化、監管與 AI

14:22這些流程包含上市後結構、盡職調查。所有想做這件事的券商都失敗了，因為「掛牌不等於有流動性」，你還是要有真正的買賣雙方。核心流程就是盡職調查、結構設計、結算、審批、後續服務。未來三大關鍵：代幣化（解決結算）、監管（讓機構進場）、AI（幫你讀文件，因為文件太多了）。Stripe 也做過類似的事，我們想把這套帶進私募市場。This is post-listing, structuring, due diligence. All the brokerages who have tried to get this done have failed. Why? Again, listing isn't liquidity, so you need to get proper attendance, get proper liquidity done by that level as well. That makes much more sense. Diligence, structuring, settlement, approvals, and post-servicing. These are the core components that we need to have: tokenization, regulation, and AI. Tokenization handles the settlement, regulations. Let's the institutions come in because it needs to get done, and see AI read the paperwork, because hundreds of docs, you can't read them anymore. Stripe did the same thing as well. And we want to do the same thing for Second Lane on private markets as well.

15:12我們要做的就是建立這條基礎設施，讓市場真正成長。Morgan Stanley 已經收購 EquityZen 和 Forge Global，他們在買基礎設施，我們也要加速建設。當流動性開始流動，這會變成一種習慣。現在大家都只是各做各的，期待奇蹟發生，這樣不會有改變。我們要改變這個思維和生態。Build the rails, let it grow, and build the whole thing on our level as well. Final top-up is about Morgan Stanley buying EquityZen and buying Forge Global. You can see that they're already buying the rails, so we need to build it up as well, because it is becoming a structural thing on our level, definitely. When liquidity flows, it becomes a habit. That's what it is. Right now, everybody is just doing certain things and hoping for the best. It's not going to work anymore. So we need to change and evolve that setup, that mindset on its own.

15:47未來展望與投資建議

15:47最後我想談的是，這個市場怎麼改變、成長空間在哪。現在規模大概 1000 億美元，未來幾年要到 65 兆美元，中間有巨大缺口。如果我是你，想投資這類資產，最該問的不是「這個項目好不好」，而是「我怎麼進得去，也能順利出場？」這才是關鍵。謝謝大家！And the last piece of the puzzle, this is what I want to attend to, how it is, how it can be changed, and where the actually upside is. Currently it's sitting at 100 billion. It needs to go to 65 trillion in the next couple of years. There's a huge gap missing there. So if I were you, And you were looking for liquidity. I would actually ask you the question: if I want to invest in this asset, how can I get in, but also get out of this asset? That should be your question, not if this project is a good investment. Do the follow-up question there as well. That's it. That's a wrap. Thanks. Thanks for the time.