Frequently Asked Questions

Our standard offering structure includes pre-vetted legal documentation for common scenarios. For offerings with unique terms, complex cap tables, or specific regulatory requirements, we recommend engaging your own securities counsel. We can provide referrals to experienced attorneys familiar with our platform.

Distributions can be paid in stablecoins (USDC) directly to investor wallets for on-chain CrossSecurities, or via traditional bank transfer for CrossSecurities held in bankable ISIN format. Our cap table management automatically tracks ownership and calculates pro-rata distributions.

Our KYC/AML process is powered by enterprise-grade compliance infrastructure:

1. Identity verification (document + liveness check)
2. Sanctions screening (OFAC, EU, UN lists)
3. Accreditation verification (for U.S. investors)
4. Ongoing monitoring for suspicious activity

Verification typically takes 24-48 hours. Once verified, your status is valid across all offerings on the platform.

Offerings are structured under:

• Reg D 506(b): Up to 35 non-accredited investors (with disclosure), unlimited accredited, no general solicitation
• Reg D 506(c): Accredited investors only, general solicitation permitted
• Reg S: Non-U.S. investors, no registration required

The appropriate exemption is selected based on offering size, investor composition, and marketing strategy.

Our smart contracts include on-chain compliance checks:

• Whitelist of verified investor wallets
• Lock-up period enforcement
• Transfer volume limits (if applicable)
• Investor category restrictions (accredited only, etc.)

Tokens can only be transferred to addresses that pass all compliance checks.

Threshold signing uses Shamir-like M-of-N keyholder cryptography on Solana to protect critical operations. No single person can act alone:

• 3-of-5 keyholders: Master NFT operations, force transfers, contract upgrades
• 2-of-3 keyholders: Large CrossConversions exceeding $1M, emergency account freezes
• 1-of-1 (Trustee NFT): Standard CrossConversions, distribution authentication

Keyholders are geographically distributed and use hardware wallets. Key rotation procedures are documented and tested.

Cap'n Proto is a zero-copy serialization protocol — data is read directly from the wire format with no encoding or decoding step. We use it for inter-grain RPC communication on FD3, enabling native Sandstorm integration without an HTTP bridge.

Our Cap'n Proto schemas define the capability interfaces for:

• OfferingAPI: Subscribe, cap table queries, CrossConversion requests, distribution claims
• KYCVerifier: Start verification, check status, issue/revoke credentials
• TrusteeAPI: Authenticate conversions, sign reconciliations, emergency freezes
• BrokerAPI: Place investors, list for secondary trading, match trades
• GovernanceAPI: Create proposals, vote, execute decisions

The Powerbox is the inter-grain capability sharing mechanism. When the DAO Manager grain needs to grant a Broker access to an Offering, it doesn't share a password or API key — it offers a capability through the Powerbox.

The flow works like this:

1. Offering Grain publishes a Powerbox offer (e.g., OfferingAPI capability)
2. Broker Grain requests the capability via Powerbox claim
3. Claim token is converted to a persistent sturdyRef
4. The sturdyRef survives restarts and enables cross-session, cross-grain communication

Capabilities are fine-grained and revocable. A Broker gets placement authority, not admin access. A Trustee gets authentication authority, not modification rights.

The waterfall is the revenue distribution priority structure, enforced on-chain via the sails_distributions smart contract:

1. Senior debt holders — first priority, always paid first
2. Investor distributions — pro-rata by token holding
3. Platform fee — 1% of revenue
4. Excess — flows to Treasury Series

Revenue enters the Operating Series, the waterfall executes automatically, and investors claim their allocation on-chain. Investors always get paid before the platform. Always.

A Transfer Hook is a Solana SPL-2022 extension that intercepts every token transfer and enforces compliance rules before allowing it. On Sails.to, the hook performs five checks:

• Both sender and receiver wallets have valid KYC NFTs
• Receiver's jurisdiction is on the offering's whitelist
• Lock-up period has expired for the sender's tokens
• Receiver meets the required accreditation tier
• Transfer would not exceed maximum investor count for the offering

If any check fails, the transfer is rejected on-chain. No exceptions. No overrides (except court-ordered force transfers via 3-of-5 threshold).