# Sale Proposals

A sale proposal allows eligible holders to propose a sale of the underlying card and, if the rules are met, submit it for review by all holders. We designed this so that when a real external offer appears for a card market, holders have a chance to consider it together, while filtering out low-quality proposals, malicious disruption, and arrangements that may be unfair to smaller holders.

## **Proposal Eligibility**

A sale proposal may only be initiated by a participant who meets the holding threshold. The current rules are:

* The proposer must hold at least 5% of the Tokenized Interest total supply for that card market.
* The proposer must meet the holding requirement at the proposal snapshot.
* The proposer must continue to meet the holding requirement during the proposal period.
* During the proposal process and for three days after the proposal result is determined, the proposer may not sell the portion of their position needed to meet the threshold.
* **Repeated-proposal protection**: to prevent the same card market from repeatedly entering the full sale process in a short time frame, the platform reserves the following arrangements:
  * Once a holder meeting the 5% holding threshold submits a sale proposal, Market.Cards has the right to decide within 24 natural hours whether to advance the proposal to the bidding phase. This review covers only procedural compliance, proposal completeness, and basic feasibility, and is not intended as interference with ordinary commercial decisions.
  * For sale proposals that have not passed platform review, or that have not been approved by holders in the voting phase, the platform may apply a cooling-off period to that card market, during which a sale process may not be re-initiated.

## **Minimum Qualifying Bid**

To protect holders from abuse or low-quality proposals, a bid must meet a minimum standard. Unless the listing rules provide otherwise, the bid may not be lower than 80% of the card market's 30-day VWAP, meaning it cannot be more than 20% below the 30-day VWAP. VWAP means volume-weighted average price. In simple terms, it is the average trading price over a period, weighted by trading volume; here, the period is the most recent 30 days.

If the market has been live for less than 30 days, or if there is not enough 30-day trading data to calculate a reliable VWAP, Market.Cards may use available trading data, issue valuation, recent transaction prices, or other reasonable reference prices, based on applicable listing rules and orderly-market principles, to set the minimum qualifying bid or an alternative reference price.

## **Bidding Period**

A valid sale proposal may enter a clearly defined bidding period. Once the highest qualifying bid emerges, it may be submitted to Tokenized Interest holders for approval. Detailed rules may set a default bidding period, such as three days, while preserving flexibility for different listings.

## **Holder Vote**

A sale proposal must satisfy two conditions to pass. The current rules are:

* **Quorum threshold**: at least 50% of the total supply must participate in the vote for the result to be valid.
* **Approval threshold**: at least 67% of participating votes must vote in favor.
* Abstentions do not count as votes in favor.

The voting interface may also show the number of wallets supporting or opposing the proposal as transparency information, but whether the proposal passes is still determined by the voting rules.

## **Platform Protective Veto / Suspension Right**

Market.Cards reserves a limited right to reject, pause, or terminate a proposal or transaction. This right exists to protect orderly market conditions, comply with legal and regulatory obligations, prevent fraud or manipulation, handle payment or custody issues, and protect holders, including smaller holders.

We won't override holder decisions for routine commercial reasons. This is a market-integrity and compliance safeguard — not arbitrary intervention.

## **Execution and Settlement**

If a sale proposal passes, Market.Cards may suspend trading in the relevant market during execution until the buyer's payment is confirmed, or until the sale process terminates for another reason.

After the buyer's payment is confirmed and the sale is completed, the market enters settlement and proceeds distribution rather than resuming ordinary trading. The system takes a "settlement snapshot" (a point-in-time record of who holds how much, used as the basis for distribution). Whoever holds Tokenized Interest at that snapshot receives the sale proceeds pro rata.

## **Auction Fee / Buyer's Premium**

The winning buyer must pay the final bid plus a 10% buyer's premium. The buyer's premium is collected by Market.Cards to cover auction execution and final card-disposition costs. Tokenized Interest holders receive the final bid amount pro rata after settlement.


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