One compliant infrastructure layer for tokenized equities, hemispheric CORECM Tokens, and institutional real estate. Built on Solana. Custodied by SEC-registered transfer agents. Settled in regulated stablecoins.
Equities · ST22 Live CORE-CM · CORECM Tokens Active Real Estate · Issuance Q3 2026 SEC Cat. 1 Model B Settlement · USDC / PYUSD Custody · Empire Stock Transfer 42 Transfer Hooks Active AML · Chainalysis + TRM Labs
01 /
Three asset classes. One platform.
Verticals
01
Equities
Tokenized equity securities on Solana.
ST22 Digital Securities backed 1:1 by Common Class B shares custodied at Empire Stock Transfer. SEC Category 1 Model B. 42 Transfer Hook compliance controls executing at runtime.
Framework
SEC Cat. 1B
Addressable
11,000+
View equities →
02
CORE-CM
Hemispheric coal, ore & critical mineral tokens.
CORECM Tokens — zero-coupon, asset-backed, single-redemption — for mineral and hydrocarbon projects across the Americas. Triple exemption pathway: Reg D, Reg S, and Reg CF.
Asset Categories
18 + 5
Subregions
4
View CORE-CM →
03
Real Estate
Institutional real estate, fractionalized.
Commercial properties tokenized as ST22 Digital Securities through a three-jurisdiction structure. Bi-annual independent reappraisal. CPMM price discovery anchored to NAV.
Jurisdictions
NV / WY / Fed
Reappraisal
Bi-annual
View real estate →
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Built on four principles.
Foundation
01
Compliant by design
Every transfer gated by KYC, KYB, AML, sanctions, and wallet-risk screening at the protocol level — not as bolt-on off-chain controls.
02
Hemispheric by scope
Equity issuers across U.S. OTC and global exchanges. Mineral projects spanning all four Americas subregions. Real estate across U.S. metropolitan markets.
03
Institutional by default
SEC-registered transfer agents hold custody of underlying paper instruments. On-chain registries reconciled with off-chain records continuously.
04
Transparent by protocol
Blockchain provides an immutable audit trail. Compliance decisions are logged on-chain. Reconciliation between systems is real-time.
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The opportunity at scale.
Market
U.S. OTC Issuers
11,000+
U.S. Private Companies
6M+
Global Tokenization (2030)
$16T
Hemispheric Reserves
2nd largest
$50 billion in U.S. OTC markets today. $500 billion across global exchanges. $5 trillion in private equity. The Americas hold the world's second-largest oil reserves alongside copper, lithium, niobium, silver, nickel, and rare earths. One compliance standard, three asset classes, one infrastructure layer.
Where compliant capital meets the blockchain.
Whether you're issuing equity, structuring a mineral-project token, or fractionalizing real estate — the infrastructure is built and the regulatory framework is established.
Tokenized equity securities for U.S. OTC and global exchanges.
ST22 Digital Securities under SEC Category 1 Model B. Backed 1:1 by Common Class B shares held at SEC-registered qualified custodians. Forty-two compliance controls executing at the Solana runtime.
SEC Category 1 Model B Reg D + Reg S + Reg CF 1:1 Equity Backing 24/7 Trading on CEDEX
01 /
The regulatory framework.
SEC Category 1 Model B
Foundation
Issuer-sponsored, not third-party.
SEC Release No. 33-11412 (March 17, 2026) and the January 28, 2026 Joint Staff Statement on Tokenized Securities established a binding five-category taxonomy. Category 1 Model B — issuer-authorized, transfer-agent-custodied tokenization — is the framework most aligned with institutional capital requirements.
Custody
Empire Stock Transfer as qualified custodian.
Common Class B shares are deposited under irrevocable custody at an SEC Section 17A-registered transfer agent. CUSIP assigned. Tripartite custody agreement executed. Empire serves as the sole investor onboarding authority for all ST22 issuers.
Backing
Real equity. Not synthetic instruments.
Every ST22 token is backed 1:1 by Common Class B shares at the transfer agent. No custodial receipts. No counterparty risk. Token holders own real equity with CUSIP assignment and issuer-designated rights via Certificate of Designation.
Settlement
Stablecoin settlement under the GENIUS Act.
ST22 purchases settle in regulated stablecoins (USDC and PYUSD) under the GENIUS Act framework. Sub-second finality on Solana. Sub-cent transaction fees. No reliance on traditional banking rails for primary or secondary settlement.
02 /
42 controls, embedded at the protocol level.
Transfer Hooks
Compliance is mathematically enforced at the Solana runtime. Solana's SPL Token-2022 Transfer Hook program embeds protections directly into the token architecture — they execute on every transaction, automatically.
01
Position limits
4.99% maximum wallet limit prevents concentrated holdings and supports an orderly market.
02
Circuit breakers
Price moves greater than 10% within 5 minutes trigger an automatic 15-minute trading halt.
03
Holding periods
Rule 144 enforced at runtime — 6 months for Reg D, 12 months for Reg S, automatically.
04
Sanctions screening
Three-layer OFAC/SDN screening via Chainalysis KYT and TRM Labs on every transaction.
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Five steps from board resolution to global trading.
Issuance
01
Board authorization
Issuer board authorizes Common Class B Shares with issuer-designated rights via Certificate of Designation filed with the state of incorporation. RWA Tokens Corp provides template documentation.
Legal counsel · Day 1
02
Custody & CUSIP assignment
Common Class B shares deposited with Empire Stock Transfer under irrevocable custody. CUSIP assigned. Tripartite custody agreement executed.
Empire Stock Transfer
03
Mint & deploy on Solana
ST22 Digital Securities minted 1:1 via Ledger Enterprise. All 42 Transfer Hook compliance controls deployed. HSM-backed key management. Active from first transaction.
Solana mainnet-beta
04
Launch on CEDEX
Trading begins on the Compliant Exchange for Digital Securities. Liquidity pool seeded; LP tokens burned at initialization — liquidity is permanent.
cedex.market
05
Investor access
Investors onboard through Empire Stock Transfer's compliance dashboard — KYC, KYB, AML, sanctions screening, and wallet verification. Reg D (U.S. accredited) and Reg S (non-U.S.).
Reg D + Reg S + Reg CF
Tokenize your equity.
From OTC micro-caps to international exchanges — one compliant infrastructure platform.
Tokenizing the Americas' coal, ore, rare earth, and critical minerals.
CORE-CM is the tokenized issuance platform for mineral assets and hydrocarbons across North America, Central America, the Caribbean, and South America. Institutional compliance, on-chain settlement, dual exemption pathway.
The hemisphere holds what the global economy needs.
The Americas hold copper, lithium, niobium, silver, nickel, rare earths, and the world's second-largest oil reserves. These are the raw materials that make semiconductors, batteries, defense systems, and energy infrastructure possible.
The gap
Capital channels for these projects don't exist.
Refining is concentrated offshore under a single non-hemispheric state actor across multiple critical-mineral categories. Project financing is fragmented across jurisdictions. Sub-hundred-million-dollar projects are systematically underserved by traditional equity markets.
The market failure
Tokenization without compliance excludes institutions.
Most tokenization projects today proceed without securities compliance — or bolt it on after the fact — which excludes institutional allocators on day one. CORE-CM is built to be compliant from the foundation, not as an afterthought.
The solution
One compliant pan-American capital channel.
Tokenized, institutional-grade instruments backed by real mineral-project and hydrocarbon cash flows. Built to bridge traditional securities law, institutional custody, and on-chain settlement.
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The CORECM Token instrument.
Three defining characteristics
Three characteristics define every CORECM Token minted on the platform. Together they produce a simple, predictable instrument suitable for tokenization.
01
i
Zero-coupon
Issued at discount, redeemed at face value.
No periodic coupon payments. Yield is captured in the discount spread. Simpler on-chain accounting, no distributions logic, no withholding surface.
02
ii
Asset-backed
Specified mineral or hydrocarbon cash flows.
Each token is backed by specified project cash flows. The SPV structure isolates the claim on project proceeds. Collateral specification travels as on-chain metadata alongside the token.
03
iii
Single-redemption
One terminal event — maturity or trigger.
Either scheduled maturity or a defined project trigger. No interim distributions. Simplifies tokenized-instrument accounting, transfer mechanics, and tax treatment.
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From mineral project to CORECM Token.
12-step lifecycle
Every CORECM Token follows the same three-phase lifecycle: institutional-grade paper certificate, on-chain representative token, and compliance verification at every transfer.
PHASE A · STEPS 01–04
Issuance
Project SPV forms. Paper bond drafted. Institutional transfer agent takes custody. Representative token minted on-chain.
PHASE B · STEPS 05–08
Investment
Investor completes five-check compliance verification. Qualifies under Reg D or Reg S. Subscribes and funds escrow. Receives the token.
PHASE C · STEPS 09–12
Lifecycle & redemption
Token held in verified wallet with compliance-gated transfers. At maturity or trigger, token is burned and face value paid in USD.
01
SPV formation
Issuer forms a Delaware or Cayman holding entity, tied to a local operating company in the source jurisdiction. The SPV holds the claim on project cash flows.
Corporate registry
02
Bond certificate drafted
Paper bond drafted with project-specific terms: face value, maturity, redemption trigger events, USD denomination. Zero-coupon structure throughout.
Legal counsel
03
Institutional custody
Physical certificate delivered to a regulated institutional transfer agent. The transfer agent becomes the definitive legal record. All ownership changes must reconcile with this registry.
Transfer agent
04
Token mint
Smart contract deployed. Token representing bond rights minted to treasury wallet. Certificate hash committed on-chain. Metadata includes SPV identifiers, face value, maturity date.
Blockchain + TA
05
Compliance verification
Five checks — KYC (identity), KYB (entity), AML (monitoring), sanctions screening, KYW (wallet-risk score). Fail-closed. Any single failure blocks subscription.
Compliance stack
06
Track qualification
Track A: U.S. accredited investor verification. Track B: non-U.S. person certification + offshore tax documentation. Investors assigned to exactly one track. Flowback controls active.
Transfer agent
07
Subscription & funding
Subscription agreement executed. Investor wires USD to escrow. Funds held pending final verification. No commingling — escrow is segregated per offering.
Escrow agent
08
Token delivery
Upon verification complete, token transferred from treasury to investor's verified wallet. Wallet address permanently bound to investor identity. All future transfers re-verify the destination.
Blockchain + TA
09
Compliance-gated holding
Token resides in verified wallet. Any transfer re-runs the five-check compliance stack at the protocol level. Non-compliant transfers blocked atomically — by the smart contract itself, not an external gatekeeper.
Blockchain
10
Maturity / event trigger
Redemption triggered by bond maturity date or specified project event. Transfer agent verifies trigger; project proceeds routed to redemption escrow.
Transfer agent
11
Token burn
Smart contract burns the bond token on-chain, removing it from circulation. Investor registry marks the token as redeemed. The paper certificate in transfer-agent custody is simultaneously marked redeemed.
Blockchain
12
USD payout
Face value in USD wired from redemption escrow to the investor's designated bank account on file with the transfer agent. Cycle complete.
Escrow agent
Get early allocation.
Institutional access to hemispheric mineral and hydrocarbon project tokens — the first compliant capital channel of its kind.
Institutional commercial real estate, fractionalized on-chain.
Commercial properties tokenized as ST22 Digital Securities through a three-jurisdiction structure. Bi-annual independent reappraisal. CPMM price discovery anchored to NAV. Institutional custody throughout.
Three-Jurisdiction Framework Bi-Annual Reappraisal NAV-Anchored Pricing Reg D + Reg S + Reg CF
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A three-jurisdiction structure.
Legal framework
Real estate tokenization requires more legal scaffolding than equities or bonds. The three-jurisdiction framework separates the issuer corporate structure, the digital asset layer, and the federal securities offering — each handled in the optimal jurisdiction.
JURISDICTION 01
Nevada — Issuer corporate structure
Property holding entity converts from Nevada LLC to Nevada corporation under NRS §92A.105. Certificate of Designation filed with the Nevada Secretary of State for the tokenized share class.
JURISDICTION 02
Wyoming — Digital asset layer
Token issuance, custody, and on-chain registry governed by Wyoming W.S. 34-29-101 et seq. — the most developed digital asset legal framework in the United States.
JURISDICTION 03
Federal — Securities offering
Offering structured under Reg D (U.S. accredited investors), Reg S (non-U.S. investors), and Reg CF (U.S. retail crowdfunding). SEC Category 1 Model B framework applies — issuer-sponsored, transfer-agent-custodied.
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Price discovery, anchored to NAV.
CPMM mechanics
CPMM Curve
Continuous price discovery, 24/7.
A constant product market maker provides continuous price discovery on CEDEX. Unlike traditional real estate where price is established only at transaction, every token trade updates a market-clearing price in real time.
NAV Anchor
Bi-annual independent reappraisal.
Every six months, an independent third-party appraiser values the underlying property. The NAV is published on-chain via the oracle network. Token price discovery is anchored to this verified NAV through algorithmic rebalancing.
TWAP
Time-weighted average pricing.
Short-term volatility is dampened by TWAP architecture. Reference prices for redemption, collateralization, and reporting use rolling time-weighted averages — preventing flash-crash exploitation of the underlying real asset.
Mortgage Leverage
NAV reflects capital structure.
For leveraged properties, NAV is calculated as gross asset value minus outstanding mortgage principal. Token price tracks levered equity returns — including amplification effects from amortization and property appreciation.
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Five compliance controls specific to real estate.
Transfer Hooks
On top of the standard 42 ST22 Transfer Hook controls, real estate offerings layer five property-specific controls that execute at the Solana runtime.
01
NAV deviation cap
Trades that would move the on-chain price more than a defined percentage from the most recent appraised NAV are blocked. Prevents speculative decoupling from the underlying asset.
Oracle-enforced
02
Reappraisal freshness
If the most recent independent appraisal is more than 180 days old, trading is automatically restricted to redemption-only mode until a fresh appraisal is published on-chain.
Time-locked
03
Mortgage-event halt
Any material change in underlying mortgage status — refinance, default notice, foreclosure proceedings — triggers an automatic trading halt pending issuer disclosure on-chain.
Issuer-attested
04
Distribution-period lockup
Token transfers are restricted during rental income distribution periods to prevent record-date arbitrage. Distributions paid in stablecoin to the holder of record at snapshot.
Snapshot-based
05
Concentration limits per holder
Property-specific concentration limits — enforced beyond the standard 4.99% wallet cap — prevent any single investor from acquiring effective control of a single-property SPV.
Wallet-level
Tokenize your property.
Institutional commercial real estate, structured for compliant fractionalization. Issuance pipeline open for Q3 2026.
One intake. Three asset classes. Issuers begin here — qualify your asset, submit project documentation, and receive routing to the appropriate transfer agent and legal counsel for compliant tokenization.
Issuer Intake All Three Asset Classes SEC Category 1 Model B Reg D + Reg S + Reg CF
The Gateway is an intake mechanism — not a securities offering. Submission begins a structured review by RWA Tokens Corp, partnered legal counsel, and the appropriate SEC-registered transfer agent. Acceptance is at the sole discretion of the platform and applicable counsel.
RWA Tokens Corp is not a broker-dealer or registered investment adviser.
The Gateway is an intake and orientation tool only. RWA Tokens Corp does not sell securities, solicit investments, or perform regulated investor onboarding. Tokenization is conducted by the issuer in coordination with an SEC-registered transfer agent and qualified legal counsel.
02 /
Identify your asset class.
Step 1 of 3
Each asset class follows a different legal architecture and uses a different transfer agent. Routing is determined at submission.
01
Equities Track
Tokenize an equity security.
For U.S. OTC issuers, foreign exchange-listed companies, and U.S. private companies seeking compliant tokenization of common or preferred equity as ST22 Digital Securities.
Transfer Agent
Empire ST
Framework
Cat. 1B
Begin equities intake →
02
CORE-CM Track
Tokenize a mineral or hydrocarbon project.
For mineral, ore, rare earth, and hydrocarbon project operators across the four Americas subregions seeking project-financing capital through CORECM Tokens.
Structure
SPV + TA
Denomination
USD
Begin CORE-CM intake →
03
Real Estate Track
Tokenize a commercial property.
For institutional commercial real estate owners seeking to fractionalize a property as ST22 Digital Securities through a three-jurisdiction Nevada / Wyoming / federal framework.
Min. NAV
$5M+
Reappraisal
Bi-annual
Begin real estate intake →
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Documentation checklist.
Step 2 of 3
Required documentation by asset class. Items marked complete are typically expected before submission moves to transfer-agent review.
Entity formation documents
Articles of incorporation, operating agreement, EIN, certificate of good standing from state of incorporation
All Tracks
Board authorization & resolutions
Board resolution authorizing tokenization, draft Certificate of Designation for tokenized share class
All Tracks
Beneficial ownership disclosure
FinCEN BOI report, organizational chart, ultimate beneficial owner identification for all 25%+ holders
All Tracks
Independent appraisal or reserve report
MAI-certified appraisal for real estate. JORC or NI 43-101 reserve report for CORE-CM mineral projects.
CORE-CM · Real Estate
Title and lien documentation
Title insurance policy, current mortgage statements, UCC filings, tax certificates
Real Estate
SPV operating documents (if applicable)
Delaware or Cayman SPV formation, intercompany agreements, project finance structure
CORE-CM
Legal opinion letter
From issuer's counsel — securities-law analysis confirming Reg D / Reg S exemption availability and Category 1 Model B applicability
All Tracks
04 /
Begin intake.
Step 3 of 3
Submit basic information about your asset and contact. A platform representative will respond within three business days with the full document request and routing instructions.
Up to 500 words. Detailed project documentation is requested in step 2 of the review.
Submission of this form does not create a contract, business relationship, or any obligation by RWA Tokens Corp. All intake is reviewed and accepted or declined at the sole discretion of the platform. Information provided is held under standard NDA terms pending counterparty acceptance.
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Where your submission goes.
Routing
Submissions are reviewed in coordination with platform partners. RWA Tokens Corp does not unilaterally accept or reject — it routes qualified submissions to the appropriate independent counterparties.
Stage 01Platform intake reviewRWA Tokens Corp validates that the submission fits within an existing asset class framework and is operationally compatible with platform infrastructure.
→
Stage 02Legal counsel reviewPartnered counsel reviews the legal opinion, exemption analysis, and proposed Certificate of Designation. Required before transfer-agent introduction.
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Stage 03Transfer agent onboardingSEC-registered transfer agent (Empire Stock Transfer for ST22 custody and investor onboarding; issuer's designated transfer agent for common stock) conducts independent due diligence and custody intake.
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Stage 04Token deploymentFollowing transfer-agent acceptance and custody, ST22 Digital Securities or CORECM Tokens are minted on Solana. Trading begins on CEDEX.
RWA Tokens Corp/Accredited Investor Verification
Verified investor access.
ST22 Digital Securities and CORECM Tokens are offered to accredited investors under Reg D, to non-U.S. persons under Reg S, and — for designated offerings — to U.S. investors under Regulation Crowdfunding (Reg CF) §4(a)(6) through a FINRA-registered funding portal or registered broker-dealer. Verification is conducted by the SEC-registered transfer agent and, for Reg CF offerings, by the funding portal — not by RWA Tokens Corp.
Reg D §501(a) Reg S Non-U.S. Persons Reg CF §4(a)(6) Five-Check Compliance Stack Wallet-Bound Identity
Verification is performed by the transfer agent or funding portal.
RWA Tokens Corp does not perform investor verification, accept investment funds, or onboard investors directly. Empire Stock Transfer (for ST22 Digital Securities) and partnered transfer agents (for CORECM Tokens) serve as the sole investor onboarding authority for Reg D and Reg S offerings. For Reg CF offerings, a FINRA-registered funding portal or registered broker-dealer (the "Intermediary," as defined under 17 CFR §227.300) conducts investor onboarding, anti-fraud checks, and investment-limit calculations under §4(a)(6) of the Securities Act. This page describes the verification framework — actual verification occurs through the transfer agent's or Intermediary's compliance dashboard.
01 /
Reg D §501(a) — U.S. accredited investors.
Track A
U.S. persons must qualify under at least one of the following Securities Act Rule 501(a) categories. Verification requires third-party documentation reviewed by the transfer agent.
Rule 501(a)(5)
Net worth path
$1,000,000+ excluding primary residence
Individual or joint net worth exceeding $1,000,000, excluding the value of the primary residence and net of any mortgage liability above the home's fair market value. Verified by tax records, brokerage statements, or third-party attestation.
Rule 501(a)(6)
Income path
$200K+ individual / $300K+ joint, two years
Individual income exceeding $200,000 (or joint income exceeding $300,000) in each of the two most recent years, with reasonable expectation of the same income level in the current year. Verified by W-2s, 1099s, or tax returns.
Rule 501(a)(10)
Professional license path
Series 7, 65, or 82 in good standing
Holders of a FINRA Series 7 (General Securities Representative), Series 65 (Investment Adviser Representative), or Series 82 (Private Securities Offerings Representative) license in good standing automatically qualify regardless of income or net worth.
Rule 501(a)(3) / (8)
Entity path
$5M+ assets or all owners accredited
Entities with total assets exceeding $5,000,000 not formed for the purpose of the investment, or entities in which all equity owners are themselves accredited investors. Banks, registered investment companies, and certain employee benefit plans qualify under separate provisions.
02 /
Reg S — Non-U.S. persons.
Track B
Eligibility
Non-U.S. person, domiciled outside the United States.
Investors qualifying under Reg S are individuals or entities not classified as "U.S. persons" under Securities Act Rule 902(k). Verification requires non-U.S. address, non-U.S. tax residency, and absence of U.S. citizenship or U.S. green card status.
Documentation
Tax residency & identity attestation.
Government-issued ID, proof of non-U.S. address (utility bill or bank statement), W-8BEN or W-8BEN-E (depending on individual or entity status), and signed Reg S investor representation letter.
Distribution Compliance
Flowback controls during the compliance period.
Reg S tokens are subject to a distribution compliance period — typically 40 days for equity, longer for certain debt — during which Transfer Hook controls block any settlement to U.S.-domiciled wallets. Enforcement is automatic, mathematical, and runtime.
Holding Period
12-month Rule 144 lockup, automatically enforced.
For Reg S investors holding restricted securities, Rule 144 imposes a 12-month holding period before unrestricted resale. ST22 Transfer Hooks enforce this automatically — no investor action or transfer-agent intervention required.
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Reg CF §4(a)(6) — U.S. accredited and non-accredited investors.
Track C
For designated offerings, U.S. investors — both accredited and non-accredited, subject to per-investor investment limits — may participate via Regulation Crowdfunding under §4(a)(6) of the Securities Act of 1933 (17 CFR §§ 227.100–.503). Onboarding and investment-limit enforcement are conducted by a FINRA-registered funding portal or registered broker-dealer (the "Intermediary," 17 CFR §227.300), not by RWA Tokens Corp. The aggregate $5M offering cap, per-investor limits, Form C disclosure, and 1-year resale restriction are all enforced as a matter of federal securities law.
17 CFR §227.100(a)(1)
Aggregate offering cap
$5,000,000 per 12-month rolling period
Each issuer is limited to $5,000,000 in aggregate Reg CF capital raised across all offerings within any rolling 12-month window. The cap was raised from $1.07M to $5M by SEC Release No. 33-10884 (Nov. 2, 2020). Above this threshold, the issuer must transition to Reg D, Reg A+, or full §5 registration.
17 CFR §227.100(a)(2)
Per-investor investment limit
Income- and net-worth-based; accredited investors uncapped
Non-accredited investors are limited to the greater of $2,500 or 5% of income/net worth (when either is below $124,000), or 10% of income/net worth capped at $124,000 (when both are at or above $124,000). Accredited investors face no per-offering cap. The Intermediary computes and enforces this rolling 12-month cumulative limit across all Reg CF offerings.
17 CFR §§ 227.300–.303
Mandatory Intermediary
FINRA-registered funding portal or broker-dealer
All Reg CF transactions must clear through a single registered Intermediary — either a FINRA-member funding portal or a registered broker-dealer. The Intermediary handles Form C distribution, anti-fraud review, KYC/AML, investment-limit calculation, and §227.303(e) escrow handling. Direct issuer-to-investor sales are prohibited.
17 CFR §227.501
1-year resale restriction
Mathematically enforced via Transfer Hook Control 24
Reg CF securities cannot be resold for one year after issuance, except to the issuer, an accredited investor, a family member or controlled trust, or in a registered offering. Transfer Hook Control 24 enforces this lockup on-chain — transfers attempted within the 1-year window revert atomically at the Solana runtime. After expiration, tokens become tradable on CEDEX subject to recipient whitelist.
Issuer disclosure is made via Form C filed with the SEC and provided to investors before any sale (17 CFR §227.201). Financial-statement requirements escalate by offering size — internally certified for ≤ $124K, CPA-reviewed for $124K–$1.235M, and CPA-audited above $1.235M (17 CFR §227.201(t)). Annual ongoing disclosure on Form C-AR is filed within 120 days of fiscal year-end (17 CFR §227.202). Bad-actor disqualification under 17 CFR §227.503 is screened by the Intermediary on every issuer and covered person. State Blue Sky requirements are preempted under NSMIA §18(b)(4)(C).
Reg D vs. Reg S vs. Reg CF — at a glance.
Reg CF differs from the other two tracks on four dimensions that determine which path an investor qualifies for. The investor-eligibility model is the most distinctive: Reg CF is the only one of the three that admits non-accredited U.S. investors, and it imposes the only per-investor investment cap.
Dimension
Reg D §501(a)
Reg S
Reg CF §4(a)(6)
Investor eligibility
U.S. accredited only (in practice)
Non-U.S. persons
U.S. accredited and non-accredited
Aggregate offering cap
None
None
$5M per 12-month period (17 CFR §227.100(a)(1))
Per-investor cap
None
None
Income/net-worth-based for non-accredited; none for accredited
Mandatory intermediary
No
No
Yes — FINRA-registered funding portal or broker-dealer (17 CFR §§227.300–303)
General solicitation
Permitted only under Rule 506(c)
Prohibited (no directed U.S. selling)
Permitted on intermediary platform
Mandatory disclosure
None to accredited investors
None mandated by Reg S
Form C (initial) + Form C-AR (annual) — 17 CFR §§227.201–202
Resale restriction
6 months — Rule 144(d)(1)(ii)
40 days (Cat. 2) / 1 year (Cat. 3 equity)
1 year — 17 CFR §227.501
State Blue Sky preemption
NSMIA §18(b)(4)(F)
Generally preempted
NSMIA §18(b)(4)(C)
Source citations are abbreviated. See the full Reg D, Reg S, and Reg CF educational disclosures in the Legal & Compliance footer.
How RWA Tokens enforces Reg CF on-chain.
Reg CF compliance has historically been enforced off-chain — the Intermediary tracks investor caps in a database, the issuer files Form C-AR on a calendar reminder, and the 1-year resale restriction is policed by the transfer agent ledger. RWA Tokens collapses each of these into runtime-enforced controls on Solana.
Why this matters: in legacy Reg CF, a non-compliant transfer (e.g. resale to a U.S. retail wallet within the 1-year window) is typically detected only after the fact, leaving the issuer exposed to rescission liability under §12(a)(1) of the Securities Act. Mathematical enforcement reverts the transaction at the Solana program level before any state change — there is no settlement window.
01
FINRA-registered Intermediary
17 CFR §227.300
All investor onboarding, anti-fraud review, KYC/AML, investment-limit calculation, and §227.303(e) escrow handling clear through a single registered Intermediary — either a FINRA-member funding portal or registered broker-dealer. Direct issuer-to-investor sales are prohibited. RWA Tokens does not act as the Intermediary.
02
Empire Stock Transfer custody
Exchange Act §17A — qualified custodian
Once the Intermediary clears an investor and the offering target is met, the underlying Common Class B Shares (third-party issuers) or Series “S” Preferred Shares (OTCMS) are transferred into Empire’s irrevocable custody and ST22 tokens are minted 1:1. Empire is the qualified custodian even when the offering is conducted under Reg CF.
03
Per-investor cap enforced at mint
17 CFR §227.100(a)(2)
The Intermediary computes each non-accredited investor’s annual cap at account opening and maintains a 12-month rolling sum across all Reg CF issuers on the platform. Each ST22 mint requires an authorization signal from the Intermediary; if the new purchase would breach the cap, the mint reverts at the Solana program level.
04
1-year lockup via Transfer Hook 24
17 CFR §227.501
The Reg CF distribution date is recorded on-chain at issuance. Transfers within the 1-year window revert atomically at the Solana runtime, with three encoded exception paths: transfers to the issuer, to an Empire-verified accredited wallet, or authorization-required family/trust transfers signed off-chain by the Compliance Officer and confirmed via multi-sig.
04 /
The five-check verification stack.
Fail-closed
Every investor — Reg D, Reg S, or Reg CF — completes the same five-check compliance stack before any token is delivered. Any single failure blocks subscription. All checks are logged against the investor record on-chain and at the transfer agent or Intermediary.
CHECK 01
KYC
Identity verification for individuals — government ID, proof of address, biometric liveness check.
Continuous transaction monitoring via Chainalysis KYT and TRM Labs. Source-of-funds verification at subscription.
CHECK 04
Sanctions
Three-layer OFAC / SDN screening. PEP screening. Adverse media screening. Re-screened on every transaction.
CHECK 05
KYW
Wallet-risk scoring. The investor's destination wallet is screened for prior exposure to sanctioned addresses, mixers, or illicit-funds counterparties.
05 /
Verification timeline.
Process
01
Identity submission
Investor uploads government ID, proof of address, and tax documentation to the transfer agent's compliance dashboard. Initial KYC check runs automatically.
~5 minutes
02
Accreditation evidence
For Reg D: tax returns, brokerage statements, professional license verification, or third-party attestation letter. For Reg S: W-8BEN or W-8BEN-E plus non-U.S. residency proof.
1–3 business days
03
Wallet binding
Investor connects a Solana-compatible wallet. The wallet address is permanently bound to the verified investor identity. All future transfers re-verify the destination wallet.
~10 minutes
04
Five-check completion
KYC, KYB (if entity), AML monitoring activation, sanctions screening (OFAC / SDN / PEP / adverse media), and KYW wallet-risk scoring all complete. Any failure halts the process.
Same business day
05
Verified status — eligible to subscribe
Investor receives verified status. Eligible to subscribe to ST22 Digital Securities or CORECM Tokens via Private Placement Memorandum. Verification typically remains valid for 12 months before re-attestation.
Verified · 12 months
Begin verification.
Verification is conducted by the SEC-registered transfer agent's compliance dashboard. Selecting an asset class below routes you to the appropriate transfer agent.
Investor verification is a regulated process performed by SEC-registered transfer agents. RWA Tokens Corp is not a broker-dealer, investment adviser, or transfer agent. This page is informational only and does not constitute an offer to sell securities. All securities are offered exclusively pursuant to a definitive Private Placement Memorandum issued by the underlying issuer.
RWA Tokens Corp/For Investors/Offerings
Live offerings catalog.
Browse active and upcoming tokenization offerings across all three asset classes. Conduct due diligence using issuer-published materials. Subscriptions are completed through the underlying transfer agent's compliance dashboard.
Verified Investors Only Issuer-Published Materials Transfer-Agent Subscription
Preview mode — verification required for full disclosure accessSign in or complete investor verification to view PPMs and subscribe
Active Offerings147 equities · 4 CORE-CM · 3 real estate
Total Capacity$487MAcross active raises
Subscribed YTD$112M23% of capacity
Closing Soon3Within 30 days
02 /
Browse offerings.
14 active
Asset ClassExemptionStatusSorted by recency ↓
ST22 · GROO
Groovy Company, Inc.
Equities
Series "S" Preferred Shares tokenized 1:1 on Solana through the RWA Tokens platform. Wyoming corporation operating as the platform infrastructure issuer. Empire Stock Transfer custody.
Target Raise$20.0M
Min. Investment$25K
ClosesSep 30
Subscribed38.4%
$7.68M / $20.0M148 days remaining
SEC Cat. 1B Reg D + Reg S + Reg CF Empire ST
CORECM · COP-AND-2027
Andean Copper Project Series 2027
CORE-CM
Zero-coupon, single-redemption CORECM Token backed by Phase II development cash flows of a brownfield copper-molybdenum project in northern Chile. NI 43-101 reserve report on file.
Face Value$45.0M
Issue Price$0.78
Maturity36 mo
Subscribed62.1%
$27.95M / $45.0M22 days remaining
Reg D + Reg S + Reg CF Reg S Cayman SPV
ST22 · MAD125
125 Madison Avenue Holdings
Real Estate
Class A commercial office tower in midtown Manhattan, fractionalized as ST22 Digital Securities through Nevada / Wyoming / federal three-jurisdiction structure. MAI appraisal current. Bi-annual reappraisal cadence.
Property NAV$47.2M
Token Supply472,000
Target Yield6.4%
Subscribed14.7%
$6.94M / $47.2MOpen-ended
SEC Cat. 1B Reg D + Reg S + Reg CF Nevada Corp
CORECM · LIT-ARG-2028
Salar Lithium Brine Project
CORE-CM
Lithium carbonate production project in Salar de Hombre Muerto, Argentina. Brownfield expansion. Single-redemption at maturity tied to first commercial production milestone. Cayman SPV structure.
Face Value$120.0M
Issue Price$0.71
Maturity48 mo
Subscribed19.5%
$23.40M / $120.0M87 days remaining
Reg S Only Non-U.S. JORC Reserve
ST22 · LAX08
Inland Empire Industrial Portfolio
Real Estate
Three-property logistics and last-mile distribution portfolio in Riverside and San Bernardino counties. 96.4% occupancy. Long-duration leases to investment-grade tenants. Quarterly distributions in USDC.
Property NAV$22.1M
Token Supply221,000
Target Yield7.8%
Subscribed71.3%
$15.76M / $22.1MOpen-ended
SEC Cat. 1B Reg D + Reg S + Reg CF Nevada Corp
03 /
A framework for due diligence.
Six dimensions
Each offering on the catalog includes documentation across six dimensions. Verified investors can review materials in the offering data room before deciding to subscribe. Document availability is indicated on every card.
Independent third-party verification of the underlying asset — appraisals for real estate, reserve reports for CORE-CM, financial filings for equities.
MAI appraisal (real estate)
NI 43-101 / JORC report (CORE-CM)
SEC filings (equities)
Independent engineer report
DIMENSION 04
Legal & regulatory
Securities-law analysis, exemption verification, jurisdictional opinions, sanctions and AML compliance, transfer-agent custody documentation.
Legal opinion letter
Exemption analysis (Reg D / Reg S)
Tripartite custody agreement
Sanctions screening attestation
DIMENSION 05
Risk disclosure
Comprehensive risk factor disclosure including market, regulatory, technology, counterparty, and asset-specific risks. Material adverse events flagged.
Risk factors section (PPM)
Material adverse event log
Litigation disclosure
Regulatory inquiry disclosure
DIMENSION 06
Token mechanics
Smart contract specification, Transfer Hook configuration, holding period restrictions, redemption mechanics, on-chain attestation cadence.
Token specification (ST22 / CORECM)
Transfer Hook configuration
Smart contract audit report
Solana program ID & addresses
04 /
From browsing to subscription.
Investor workflow
Browsing happens here. Subscription happens at the transfer agent. The catalog directs verified investors to the appropriate compliance dashboard with the offering pre-loaded.
01
Verify investor identity
Complete the five-check verification stack (KYC, KYB, AML, sanctions, KYW) at the SEC-registered transfer agent. Verification typically remains valid for 12 months.
Transfer agent
02
Browse offerings catalog
Filter by asset class, exemption type, and status. Each card shows raise progress, minimum investment, available DD documentation, and time to close.
RWA Tokens Corp
03
Access data room
Review the full PPM, audited financials, legal opinion, asset-specific evidence (appraisal, reserve report, filings), and risk disclosure for the offerings under consideration.
Issuer-published
04
Execute subscription at transfer agent
Sign the subscription agreement in the transfer agent's compliance dashboard. Wire USD to the segregated escrow account. Funds held pending final compliance verification.
Transfer agent
05
Token delivery to verified wallet
Upon final verification, tokens are minted from issuer treasury to your verified wallet. Wallet address is permanently bound to your investor identity. All future transfers re-verify automatically.
Solana mainnet-beta
Ready to subscribe?
Verified investors gain access to the full data room, including PPMs and subscription agreements. Begin verification through the transfer agent.
The offerings catalog is informational only and does not constitute an offer to sell securities. All securities are offered exclusively to verified accredited investors (Reg D §501(a)) and non-U.S. persons (Reg S) pursuant to definitive Private Placement Memoranda issued by the underlying issuers. RWA Tokens Corp is not a broker-dealer, investment adviser, or transfer agent. Subscription agreements are executed through the SEC-registered transfer agent's compliance dashboard, not on this platform.
Groovy Company, Inc./Documentation
Platform documentation.
Technical references, integration guides, and operational documentation for the RWA Tokens platform. Open-source and continuously updated on BitBook.
Official press releases from Groovy Company, Inc. (OTC: GROO) distributed via EIN Presswire. Regulatory developments, platform milestones, and partnership announcements.
Updated weekly 4 categories RSS available
CategoryAsset ClassSorted by recency ↓
Featured · ConferenceMarch 19, 2026
RWA Tokens to Attend Consensus Miami 2026, Applies to Join Speaker Roster
RWA Tokens heads to Consensus Miami, May 5–7 — applying to speak on tokenized securities infrastructure and the SEC Category 1 Model B framework for institutional-grade digital securities.
First micro-cap focused platform to meet all requirements of Category 1 for tokenization of securities under the SEC’s January 2026 Joint Staff Statement.
Groundbreaking Token Launch and 200:1 Common Share Reduction
First ST22 token using proprietary protocol to leverage 15,000-shareholder community; common stock authorization reduced from 20 billion to 100 million shares.
Groovy Company Pivots to Blockchain, Appoints New Executive Leadership
Wyoming corporation pivots to blockchain technology, tokenizing OTC securities on Solana to create liquid markets for microcap equity, with new executive team.
Press releases distributed via EIN Presswire · einpresswire.com/newsroom/rwatokens
Stay informed
Platform updates, direct.
Regulatory analysis, platform milestones, and offering announcements — delivered weekly. No marketing fluff. Unsubscribe anytime.
By subscribing, you agree to receive periodic updates from RWA Tokens Corp. We do not share your email with third parties. You can unsubscribe at any time using the link in any email.
Groovy Company, Inc./About
Company information.
Corporate details, SEC filings, stock market data, leadership, and contact information for Groovy Company, Inc.
All filings are publicly available on SEC EDGAR. Groovy Company, Inc. files periodic reports as a reporting company under the Securities Exchange Act of 1934.