Legal structure
Who issues the notes, who operates the platform, who protects holders, and what is still open.
This is the planned structure; the entities are to be set up in 2027 (see the roadmap).
Who issues
A platform Issuer SPV issues one series of limited recourse notes per beneficiary. Each series has its own escrow, payments and holders, and recourse is limited to it. The beneficiary never issues securities personally; the issuer holds the relationship with them off-chain.
On-chain, the net raise goes to the issuer's multi-signature wallet with independent signers; all payments to holders flow through the series contract.
Who operates
The operator is an operating company (OpCo) in Abu Dhabi Global Market (ADGM), Abu Dhabi. The founder is relocating to the UAE and becomes a UAE resident before the OpCo is registered. Until DF3F holds its own FSRA licence it makes no offers: investor classification, onboarding, the offer and the raise run through a licensed arranger, with DF3F as its technology provider.
Who protects holders
An independent note trustee, appointed before the first raise, can reverse a payment inside the dispute window, replace the servicer, pause new activity for up to 14 days (then 14 days of cooldown), veto a forced transfer during its notice, and terminate the note on death or permanent disability. A backup servicer named in the terms takes over after 60 days of silence. A transfer agent handles lost keys, inheritance, court orders and sanctions, and nothing else. Except for sanctions, every forced transfer is announced on-chain seven days before it can run.
Perimeter
- Professional clients only; no US persons, no EU retail investors. On-chain, only allowlisted addresses with valid KYC can commit.
- Personal runway is an allowed use of the money; such series run in consumer mode.
- Beneficiaries in countries where consumer credit risk cannot be managed are excluded.
- No beneficiary name, document or income report goes on-chain (details).
Open questions
Working hypotheses for the structural memo, not a legal opinion:
- How the FSRA treats the structure: look-through to the beneficiary, Providing Credit, or a cohort of series as a collective investment fund.
- Whether consumer-mode series are consumer credit in a beneficiary's country, and whether a cap or buyout price could be read as a penalty.
- Licence timing: the application is planned for late 2027; the decision is the regulator's.
- The legal basis of an on-chain note register in ADGM, and recognition of USDC on Arbitrum.
- Tax: withholding in the beneficiary's country, and whether the issuer's income qualifies for the 0% free zone rate.
- Whether UAE-resident individuals may invest directly under the new UAE Central Bank law; until then, only through a company.
Updated