Jarsy: In-Depth Institutional Research Dossier

1. SPV Legal Pass-Through Architecture: SpaceX/OpenAI Physical Shares & Bankruptcy Remoteness

In real-world asset tokenization (RWA), democratizing access to institutional private equity represents a transformative financial innovation. Jarsy utilizes compliant offshore Special Purpose Vehicles (SPVs) to bridge mainstream investors with pre-IPO equity in premier tech giants, including SpaceX, OpenAI, Anthropic, and Neuralink.

Compliant SPV Legal Shell (Delaware/Cayman): Jarsy incorporates dedicated SPV entities that execute binding Secondary Stock Purchase Agreements with early employees, angel investors, and venture funds. Underlying shares are registered with licensed third-party trust custodians (e.g., Apex, Carta);
1:1 Mapping to On-Chain Tokens: Tokens subscribed by investors legally represent Limited Partnership (LP) interests or member equity in the specific SPV, granting holders enforceable pass-through economic ownership and liquidation rights.

1.2 Absolute Bankruptcy Remoteness

Independent Legal Entity: Each investment vehicle (e.g., 'Jarsy-SpaceX SPV') exists as an operationally segregated corporate body, strictly insulated from Jarsy's operating balance sheet;
Creditor Protection: Even in the hypothetical event of platform insolvency or restructuring, physical shares held within the SPV do not constitute bankruptcy estate assets and remain shielded from platform creditors.

2. RWA Tokenization & Fractional Co-Investment: Lowering Barriers to Silicon Valley Private Equity

Late-stage private equity has historically been restricted to sovereign wealth funds and institutional family offices, imposing insurmountable barriers to retail capital.

2.1 Dismantling Six-Figure Investment Minimums

Traditional PE Hurdle: Direct participation in secondary equity markets typically demands accreditation thresholds of $100,000 to $1,000,000+, along with cumbersome paper subscription workflows;
Fractional Smart Contract Allocations: Jarsy partitions large SPV equity blocks into granular digital tokens. Investors can participate with $1,000 to $5,000, securing fractional equity allocations on equal terms with tier-1 institutions.

2.2 Permissioned Token Standards (ERC-3643)

Compliance Architecture: Rather than standard unpermissioned ERC-20 tokens, Jarsy implements ERC-3643 permissioned token contracts;
On-Chain Whitelist Restrictions: Transfers are cryptographically restricted to verified KYC/AML wallet addresses, ensuring continuous adherence to US SEC Regulation D / Regulation S exemptions.

3. Comprehensive Fee Structure & Secondary Liquidity: Management Fees, Carry & Exit Discounts

Assessing private equity requires granular transparency around fee drag and secondary liquidity mechanisms to calculate realistic net internal rates of return (IRR).

3.1 All-In Investment Friction Ledger

Holding tokenized equity through Jarsy incurs the following cost components: Total Subscription Cost = Notional Equity Valuation × (1 + Front-End Fee) + Ongoing Management Fee + Network Gas

1. Front-End Subscription Fee (Front-end Fee): One-time fee typically between 2% and 3%, covering SPV incorporation, legal structuring, and custodial registration costs. 2. Annual Management Fee (Management Fee): Typically 1% to 2% annualized, covering ongoing corporate governance, audits, and tax compliance. 3. Performance Carry (Carried Interest): Upon liquidity realization via IPO or M&A, Jarsy retains 10% to 20% of net capital gains above original principal. Zero carry is levied if the investment fails to turn a profit.

3.2 Internal Secondary Bulletin Board

Early Exit Liquidity: Jarsy maintains an internal peer-to-peer bulletin board where investors can list tokens for transfer to other KYC-verified platform users prior to an official IPO;
Secondary Liquidity Discounts: Sellers seeking expedited liquidity typically offer a 5% to 15% discount against the latest headline venture valuation round.

4. Private Equity Pitfalls & Risk Controls: Valuation Inversion, Liquidation Preference & Lockups

Tokenization does not diminish the underlying venture risk of private company investments.

4.1 Pitfall 1: Secondary Valuation Markup & Pricing Inversion

Headline Hype Premiums: High-profile unicorns often trade on secondary desks at 20%–30% premiums above their prior funding rounds;
Due Diligence Benchmark: Compare Jarsy's implied valuation against verified secondary transaction desks (e.g., Forge Global, Notice.co) before committing capital.

4.2 Pitfall 2: Common Shares vs Preferred Liquidation Preferences

Subordinated Common Stock: Secondary shares acquired from early employees generally consist of Common Stock, lacking senior liquidation preferences enjoyed by later-stage institutional investors;
Downside Risk: In distressed sales or down rounds, proceeds satisfy senior debt and preferred shareholders first, potentially impairing common equity recoveries.

4.3 Pitfall 3: Extended Multi-Year Illiquidity Horizons

IPO timing depends on macroeconomic market conditions. Capital deployed must represent patient funds that can remain committed for 3 to 5+ years without disruption.

5. Accredited Investor Workflow: KYC Verification, USDC Subscription & Post-IPO Redemption

Standard procedure for onboarding and executing tokenized private equity allocations.

5.1 Phase 1: Onboarding & Investor Accreditation

1. Access Official Interface: Navigate exclusively to the verified domain app.jarsy.com; 2. KYC & Suitability Verification: Submit valid passport documentation, complete the accredited investor questionnaire, and await address whitelisting.

5.2 Phase 2: Due Diligence & USDC Subscription

1. Review Deal Memorandum: Inspect SPV legal filings, underlying stock provenance, and implied valuation metrics; 2. Electronic Agreement Signature: Sign the digital Subscription Agreement establishing member rights in the target SPV; 3. On-Chain USDC Deposit: Connect a whitelisted Web3 wallet, authorize the subscription amount (e.g., 5,000 USDC), and receive minted equity tokens.

5.3 Phase 3: IPO Settlement & Cash Distributions

1. Standard 180-Day Lock-Up: Following an IPO on the NYSE or Nasdaq, internal and SPV shares observe standard regulatory 180-day lock-up periods; 2. Managed Equity Liquidation: The custodian executes orderly sales of physical shares on public exchanges upon lockup expiry; 3. Automated USDC Payout: Net proceeds (after taxes and carry) distribute automatically as USDC directly to investor wallets.