The SPV, the offering route and the platform need designing together.
Prospectus or exemption settled, issuing entity in place — and today an investor downloads a PDF and emails you to subscribe. What is missing is the register, the onboarding and the distribution engine.
The offering works, but the ceiling, the branding and the investor relationship belong to the platform — and the ceiling is the one with a number on it.
A value-referencing token that tracks a price without granting a claim on anything is a real-world asset that is not a security — it sits on a different regulatory path, and we do not build it.
Token = claim on the asset
Token = price reference only
Two of the three starting points above are capped by something that has nothing to do with the asset — and between them they carry three caps, different in kind.
Jurisdictions that license crowdfunding and retail investment platforms almost all cap what a single issuer can raise on them. They also limit the structure allowed behind it, commonly to one asset per vehicle. You inherit a rulebook you did not write.
A papered offering with PDF subscriptions, email confirmations and a spreadsheet register works at a small investor count. With no transfer mechanism, nobody can exit until you sell the asset.
Your exemption is only as good as your records. If it depends on investor category or a headcount per jurisdiction, a manual process can breach it without you noticing — and you would have to prove otherwise from an inbox.
Blue bars show how regulatory, operational, and Exemption constraints affect fundraising capacity. Percentages indicate estimated constraint levels, not funds raised.
A higher ceiling than the platform route allows, and a register that produces the evidence your exemption rests on instead of reconstructing it afterwards.
Bring Your JurisdictionThey change over time, so we do not print them here. In the EU the cap is on the amount — the ceilings and the prospectus route In the US, it is on who may subscribe, not how much.
Raising elsewhere? Bring the jurisdiction to the call, and we will tell you what it changes in the build.
One question changes the whole build, so we ask it first: can your investors trade with each other on your platform? Three things to answer.
Yes → That is a venue role, with an authorisation stack of its own. Separate scope, second conversation.
Yes → A dealer role.
Yes → Also dealer-shaped.
Title, custody, valuation and income work differently in each one, and the differences decide the build.
Rent WaterfallResidential, commercial and mixed-use, plus hotels, data centres and short-let property
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Vehicles, fleets, heavy machinery, construction equipment, aviation

Gold, silver, agricultural produce, energy, carbon credits

High-value art, vintage vehicles, watches, wine, luxury goods

Real-estate bridge loans, receivables financing, SME and trade finance

Future payment claims sold to investors at a discount
Bring it to the call. The test is whether the asset has definable title, a value someone credible can put a number on, and an income or exit a contract can pay out.
Six steps, and what we build at each.
The asset is transferred into an SPV that holds legal title to it. Token holders hold beneficial ownership through the SPV rather than title to the asset directly. We work alongside your counsel and produce a compliance specification you both sign off before any code is written. We test one thing before any design: whether your capital is pooled. If it is, you need a fund manager, as set out below.
One test sets the vehicle: Is capital pooled and allocated at your discretion? If it is, the vehicle is a fund, whoever you are. A fund needs a manager and above the AUM thresholds it also needs a depositary and an independent valuation function. This is a structural prerequisite and not a line item we can engineer around. One asset, held static, with investors choosing that asset, is not pooling. What pooling actually requires · and if you are an already-authorised firm, the build conversation is on the authorised-firm pillar.
Four parameters are fixed at issuance and expensive to change afterwards: total supply, unit price, allocation limits per holder and lock-up terms. We run the arithmetic with you before the marketing.
Supply × price is your raise, so unit price sets how many holders you need. A low ticket can collide with your headcount limit before it helps you sell. Several investor classes are partitions on one register, not separate deployments.
Investors are verified once through your KYC provider and the verified wallet is written to an on-chain identity registry. We wire your existing provider — you do not change vendors.
Every transfer afterwards is checked before it settles, so an ineligible holder is blocked without manual review.
Verified investors subscribe and receive tokens. The register updates on settlement, with funds going to the SPV rather than a platform wallet.
We wire your valuation source on-chain — an appraisal, a round price or a formula — accepted only at source quorum and with a deviation guard, so a stale or anomalous figure halts the process. Your platform publishes the value, its date and its basis. We do not simulate a live price for an illiquid asset.
Income is calculated from balances captured at a record date fixed in advance rather than at payout time, which stops a late buyer collecting for a period they were not in.
Three rules we build in: eligibility is re-checked at the moment of payment; a distribution that cannot cover the full holder set does not open; and anything unclaimed is held and stays reclaimable rather than leaking.
After lock-up, a holder can sell to anyone who clears your rule set. That is the only exit before the asset is sold — no order book, no market maker and no guaranteed buyer at any price. Calling it liquidity is the common overclaim in this field and the first thing an investor’s lawyer tests.
When the asset itself is sold, a capital-event waterfall repays what ranks ahead, distributes pro rata and burns the tokens. We write it in at the start, because retrofitting an exit into a live register is expensive.
We publish the two regimes we have delivered under in depth
Classification, the prospectus route and the exemptions, Member State by Member State.
Regulation D for accredited investors, Regulation S for offshore, and what each puts on the register.
A token that confers ownership of your asset, or a claim on the vehicle holding it, is a security in essentially every developed market, whether or not it pays a yield. The test has a different name in each one and your counsel will name yours. The answer is rarely different.
Treat that as the thing that makes your offering investable rather than a problem to design around. Any investor who asks their lawyer first is going to want it to be a security.
And you usually need no licence of your own. Issuing your own instrument through a vehicle is generally not a regulated service; operating a venue for it is — which is the role test above. Where your jurisdiction’s exemptions and filing routes sit is your counsel’s call, and we build to it.
How this works under the EU regimeBring the jurisdiction to the call. The engineering does not change; which rules the contract has to hold does.
Ten modules, every one of them something your offering will need — and every one enforced in the contract rather than left to a process someone has to remember to follow.

Every transfer checked against your rule set before it settles. Rules added, removed or disabled without a rewrite.

Balances recorded at a fixed block for pro-rata calculation, so yield cannot be gamed by timing.

Claim expiry monitored and re-verification triggered through your provider’s API, for the whole life of the asset.

Wallets re-screened against live OFAC / UN / EU lists at your chosen frequency; flagged wallets reviewed before any freeze.

Source quorum plus a deviation guard — an outlier halts the process instead of pricing against it.

Multi-sig only, fully logged. This is what makes your platform operable where asset recovery is a legal requirement.

One role can halt all transfers immediately; restarting needs full multi-sig. Stopping is fast by design; resuming is deliberate.

Failed distributions held and reclaimable, with a timeout you set. Stops revenue leaking.

Admin, compliance and operator permissions separated at contract level, so an operational error cannot cascade.

Compliance logic updated without migrating holders — multi-sig approval, mandatory delay, every change logged.
Personal data stays off-chain, where it can be corrected and erased on request. The chain holds the register and the event trail.
Five layers, each one something a regulator or an investor’s counsel can be walked through.

A compliance specification defines the legal-to-technical mapping before development starts, signed off by you and your counsel.

Every investor’s eligibility is attested on-chain — KYC status, jurisdiction, investor classification and sanctions status, each a signed claim from a trusted issuer and recorded as a topic and a hash rather than as the data itself. Claims expire rather than being set once, and the records behind them stay off-chain.

Every transfer is gated in the contract. Unverified wallets, blocked jurisdictions and active lock-ups are rejected automatically, with no manual intervention.

Minting, freezing and distribution execution require multi-signature approval, so there is no single-point governance risk to disclose.

Issuance, transfers and distributions are recorded on-chain as they happen, giving you a regulator-ready trail of what moved and when.
The compliance specification is the roadmap, and it comes before code.
You approve the asset class, jurisdiction, investor profile and technical scope as one document.
What their offering needed, enforced in the contract rather than in a policy:
DIVAC LLC, a Wyoming company offering economic exposure to a portfolio of income-generating Florida vacation properties through dedicated SPVs, came to us having already built a token. They had used an online STO token generator, and the output had no native compliance controls — so the rules their offering actually depended on were technically impossible to enforce. It is the single most expensive mistake we see at this stage.
In our build, each rule sits in its own module. Adding a jurisdiction or extending a lock-up changes that module without redeploying the token or disturbing a single investor position. The stack went through our internal STO security review and then an independent third-party audit, with no critical or high-severity finding left unresolved at mainnet.
Read the full DIVAC buildThe structure, the five rules and what the generated token could not do.A business decision layered on top of the regulatory minimum — enforced on every holder.
Investor eligibility checked on every transfer — primary issuance and secondary alike — against an on-chain identity registry.
Continuous KYC with annual refresh and sanctions screening, not a one-time check at subscription.
Offering memorandum, subscription and operating agreements, property appraisal, KYC policy, transfer restriction notice and annual rental income statement — attached to the token contract, so investors and regulators retrieve them from the chain.
Emergency controller powers behind a timelock and multi-signature approval, reserved for court-ordered seizure, fraud reversal or lost-key recovery, with every use logged on-chain.
From compliance planning to production handover
Your asset class, jurisdiction, investor profile and technical requirements scoped into a blueprint your team approves before we write a line of code.
Token logic, distribution engine, admin controls and subscription manager, built for your asset class.
Your rules configured per market. Adding a country is a module activation, not a contract rewrite.
KYC onboarding, wallet connection, position and distribution history for investors; cap table, distributions and corporate actions for you. Integrated with the KYC and payment providers you already use.
Full QA across the scenarios below, a documented findings report, and nothing reaching your investors without a clean one.
Contracts deployed to your chosen chain, end-to-end tested, monitoring in place, incident response plan delivered, and the codebase handed to you.
We do not print a price range, because a range that fits every asset fits none. These five answers move the cost, so you can place yourself before you speak to us.
Static analysis, manual review and adversarial testing on every contract, with every critical and high finding resolved before mainnet.
Six scenarios run on every build: an unverified wallet receiving tokens, a sanctioned jurisdiction, a retail investor reaching a qualified-investor-only token, an expired claim mid-hold, income distributed with zero rounding error at 5,000 holders, and minting past the hard cap.
The failures that matter on a regulated token are the ones a generic test never tries.
Priced separately from any build. Beyond exploitability, we check whether an ineligible wallet can hold, whether a lock-up can be stepped around, whether the waterfall pays in the order your SPV documents specify, and whether a stale valuation can reach a payout. A clean security report on a contract that enforces the wrong rules is still a failed platform.
The standard covers what we handle in the build: your structure documents, the source code and the deployment credentials. The platform runs on your infrastructure under your accounts, so once we hand over, we hold none of their records.
It is built from the vulnerability data across every security token we have deployed, and it covers what a generic checklist misses on a compliance-gated token:
Delivery spans real estate, vehicle and fleet, private credit and commodity structures across the EU, the UK and the US.
Regulated UK offering
Read the Case StudyWhat the call adds that a case study cannot is the same architecture, audit methodology and test evidence read against your structure and your documents.
The platforms we build are multi-asset by architecture. You launch new offerings from the admin dashboard with no new deployment, each asset in its own isolated environment.
If your structure fits a standard shape, our white-label platform is the shorter route, configured to your asset class.
Ask on the call and we will walk you through it — there is no separate demo to book.
One call gets you the structure, the route, and what the contract has to enforce.


Every ambitious idea deserves a team that truly understands it. We’re here to listen first, guide honestly, and engineer a solution that fits your goals.
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