1 · What the fund finances
The fund does not buy companies or land. It buys the right to collect on trade transactions already agreed: the guaranteed bill of exchange of the meat distributor, the receivable of the coffee exporter, the confirming of the fertilizer importer. Each transaction lasts about 45 days, is disbursed in the token inside the network and is repaid in the token. The capital turns about eight times a year.
Fund size
US$ 25,000,000
Capital deployed at 80 %
US$ 20,000,000
Trade financed per year
US$ 162,222,222
To the fund, before costs
US$ 3,600,000 · 14.4 % per year
Where the limit is. Not capital but demand: US$ 20 M deployed requires about US$ 160 M a year of financed trade. The network's own anchors add up to about US$ 17 M in phase 2; the rest is originated with third parties inside the Brazil → Venezuela book (US$ 1,200 M a year in agri-food) and the country's agricultural imports (US$ 2,500 M). The fund is deployed in tranches as origination covers them.
2 · The structure: one master, three doors
3 · The three doors, participant by participant
| Door | Who comes in | How they qualify | Document | Caps | Suggested minimum ◆ | Liquidity ◆ |
|---|---|---|---|---|---|---|
| U.S. silo · accredited Reg D 506(c) | U.S. citizens and tax residents who are accredited investors; family offices; RIAs on behalf of clients | Income of US$ 200,000 (300,000 jointly) in each of the last two years, or net worth of US$ 1 M excluding the home, or a Series 7/65/82 license. Third-party verification (CPA, attorney or platform) | Feeder PPM + subscription agreement + Form D filed with the SEC within 15 days of first close. General solicitation allowed | No amount cap | US$ 50,000 | Semi-annual windows after 12 months, subject to the turnover of the bills |
| International silo Reg S | Non-U.S. persons and companies: clients of the Dubai and Malta exchanges, Europe, Latin America, the Venezuelan diaspora outside the U.S. | Non-U.S. person declaration and offer made outside the U.S.; KYC/AML by the exchange or the administrator | International feeder PPM + subscription. No SEC registration; complies with the local rule of the country of sale | No amount cap | US$ 25,000 | Same as the U.S. silo |
| Public door Reg A+ Tier 2 | Anyone in the U.S., accredited or not: the remittance sender, the employee, the small business owner | No wealth condition. A non-accredited investor may invest up to 10 % of annual income or net worth, whichever is greater | Offering circular (Form 1-A) qualified by the SEC; audited financials; semi-annual and annual reports | Up to US$ 75 M in 12 months for the issuer | US$ 500 | Quarterly ◆; Reg A+ securities carry no resale restriction |
Why the public door is possible. A vehicle that pools money from many and buys financial assets is, as a rule, a registered investment company, and that is incompatible with Reg A+. The exception is exactly this one: the law excludes from that definition anyone primarily engaged in purchasing notes, drafts, acceptances and receivables representing the sales price of merchandise (section 3(c)(5)(A) of the Investment Company Act). It is the exclusion used by factoring and trade finance companies. If counsel confirms it for this portfolio ◆, the fund is an operating company and the public door opens.
4 · Retirement money: two routes
A U.S. investor can come in with money already saved for retirement. Returns grow without paying tax every year (deferred in a traditional account, tax-free in a Roth). The difference between the two routes is who can use them and whether they allow a loan.
Route A · the employee · self-directed IRA
- Has an employer 401(k). The company plan offers only its menu of funds; it cannot buy private interests.
- Rolls over all or part into a self-directed IRA at a custodian that accepts private placements. A direct rollover pays no tax or penalty.
- From the IRA, subscribes to the U.S. feeder (if accredited) or the public door (if not). The custodian signs on behalf of the account.
- Distributions return to the IRA and keep growing untaxed until retirement (traditional) or for good (Roth).
- No loan allowed: an IRA cannot lend to its owner; it would be a prohibited transaction and disqualify the account.
Route B · the self-employed · Solo 401(k)
- Works for themselves with no full-time employees: driver, contractor, professional, small business owner. Opens a Solo 401(k) with a provider that allows alternative investments.
- Contributes up to US$ 23,500 as employee plus up to 25 % of net earnings as employer (total cap US$ 70,000 in 2025, more at age 50+) ◆. Can also roll in a prior 401(k) or IRA.
- From the plan, subscribes to the feeder or the public door, as in route A. They are the plan's own trustee.
- Loan allowed: up to 50 % of the balance or US$ 50,000, whichever is less, over 5 years, with interest paid back to their own account. If they need liquidity, they borrow against the balance instead of selling the interest.
- This is the profile where the full promise holds: saves with a tax advantage, invests in real trade and has liquidity without exiting.
| Employee · self-directed IRA | Self-employed · Solo 401(k) | |
|---|---|---|
| Who | Anyone with a 401(k) or IRA | Only the self-employed with no employees (a spouse may participate) |
| Tax on returns | Deferred (traditional) or free (Roth) | Deferred (traditional) or free (Roth) |
| Loan against the balance | No | Yes: 50 % or US$ 50,000, over 5 years |
| New annual contribution | US$ 7,000 (8,000 at 50+) ◆ | Up to US$ 70,000 ◆ |
| Account cost ◆ | US$ 300-500 a year at the custodian | US$ 300-800 a year at the provider |
| What it cannot do | Invest alongside close family or with the house as counterparty (prohibited transaction) | Same; must also file Form 5500-EZ once the plan exceeds US$ 250,000 |
Two design rules the fund must respect. (1) If retirement-plan money reaches 25 % of any class of the vehicle, ERISA treats it as plan assets and the manager becomes an ERISA fiduciary; solved with the per-class limit or operating-company status ◆. (2) Retirement accounts pay no tax on interest from receivables, but they do on income from assets bought with debt (UBIT/UDFI); the class for retirement accounts must therefore be unleveraged ◆.
5 · Economics for each participant
Same assumptions as the deck: financing yield 24 % per year ◆ on deployed capital, 45-day cycle, the fund keeps 75 % and the house 25 % plus the token toll (1.5 % per cycle ◆), which is 100 % the house's. Fund costs ◆: 1.5 % annual management fee and 20 % carried interest on results.
| Utilization | Deployed | Trade / year | Fund, gross | Net to investor ◆ | House: financing | House: toll | House: total |
|---|---|---|---|---|---|---|---|
| 40 % | 10,000,000 | 81,111,111 | 1,800,000 7.2 % | 4.6 % | 600,000 | 1,216,667 | 1,816,667 |
| 60 % | 15,000,000 | 121,666,667 | 2,700,000 10.8 % | 7.4 % | 900,000 | 1,825,000 | 2,725,000 |
| 80 % | 20,000,000 | 162,222,222 | 3,600,000 14.4 % | 10.3 % | 1,200,000 | 2,433,333 | 3,633,333 |
Reading. The fund investor sees between 4.6 % and 10.3 % net depending on utilization ◆, on a 45-day asset and a portfolio that turns eight times a year. The house earns more from the token toll than from its share of the financing: the Cúcuta meter applied to third-party capital. And the toll is the only income not shared with the fund.
| Participant | What they put in | What they receive | Risk they bear |
|---|---|---|---|
| U.S. accredited investor | Capital in the Delaware feeder | Net fund return; quarterly report; annual K-1 | Debtor credit, country risk, semi-annual liquidity |
| International investor | Capital in the non-U.S. feeder, through their exchange | Same, with no U.S. withholding on portfolio interest ◆ | Same |
| Ordinary person in the U.S. | From US$ 500 through the public door | Same; the 10 % cap limits their exposure | Same, bounded by the cap |
| Retirement account | Capital from the self-directed IRA or Solo 401(k) | Returns that grow without annual tax; loan against the balance in the Solo 401(k) | Same; must avoid leverage and prohibited transactions |
| The house (manager) | Origination, token rail, guarantees and collection; own capital in first loss ◆ | 25 % of financing + 100 % of the toll + management fee and carry | First loss; reputation; compliance |
| The exchange | On/off-ramps, custody, distribution to the international silo | Ramp and custody fees; placement fee on its client base | Operational and compliance |
6 · Democratizing: what it is and what it isn't
What it is
- Access to an asset class (short-term trade finance) that today only banks, specialized funds and high-net-worth individuals buy.
- The same asset, the same price and the same split for the one who puts in US$ 500 and the one who puts in US$ 5 M.
- A real tax advantage for retirement savings, with a tool (Solo 401(k) with loan) the self-employed almost never use because nobody sets it up for them.
- Public, audited information, by obligation of the Reg A+ door: everyone sees the same thing.
- A direct link between the diaspora and Venezuela's real economy that is not a remittance.
What it is not
- Not a deposit or a guaranteed product. The capital sits in trade bills with credit risk and country risk.
- Not liquid daily. Exits follow the portfolio's turnover: semi-annual or quarterly depending on the door ◆.
- Not for putting in all one's savings: the public door has a 10 % cap precisely for that, and the fund must say it just as clearly in the silos.
- Not mass-market from day one: the public door requires SEC qualification (4-6 months ◆) and an audit; it opens after the silos.
- Not a token: the investor buys fund interests. The token is the rail through which the fund disburses and collects.
7 · Fund roadmap
- U.S. securities counselConfirm 3(c)(5)(A), master-feeder structure, ERISA and tax treatment of each silo. Choose the master's jurisdiction (Cayman or Panama).
Months 1-2 - Dual PPM and first closePPM for both silos, subscription agreement, independent administrator and auditor, Form D. First close with capital from the house and the partners.
Months 2-4 - Retirement-account custodiansOnboard the fund with two or three self-directed IRA custodians and one Solo 401(k) provider that accept the placement; three-step guide for the investor.
Months 3-5 - Public doorForm 1-A, audited financials, online subscription platform, SEC qualification. Opens once the silos have twelve months of portfolio.
Months 6-12 - Deployment in tranchesUS$ 5 M tranches as origination (own anchors and third parties in the Brazil → Venezuela book) covers the turnover; monthly publication of portfolio, arrears and turnover.
From first close - Distribution through the exchangeThe international silo is offered to the client base of the Dubai and Malta exchanges, with the exchange's KYC and subscription on its platform.
Month 4 onward
8 · What remains to be confirmed ◆
- That the portfolio (guaranteed bills, receivables, confirming) qualifies for the 3(c)(5)(A) exclusion and what share of other assets it tolerates.
- Jurisdiction and form of the master vehicle; tax treatment of each feeder; U.S. withholding on what the international silo collects.
- Class structure for retirement accounts: 25 % ERISA limit or operating-company status; no leverage in that class.
- Self-directed IRA custodians and Solo 401(k) providers that accept interests of a Reg D and Reg A+ issuer of this kind, and their cost.
- Actual timeline and cost of Reg A+ Tier 2 qualification (Form 1-A, audit, transfer agent).
- Selling rules in each country of the international silo (UAE, Malta/EU, Panama, Colombia) and the exchange's exact role as distributor.
- 2026 contribution caps for IRA and Solo 401(k) and current plan-loan conditions.