Three-Module Digital Securities Landscape · Architecture · Regulatory Compliance
Groovy Company, Inc. · Version 10.0 · May 2026
**Executive Summary** The tokenized real-world asset market has bifurcated into single-asset-class platforms — Securitize and ERC-3643 derivatives in institutional equities; RealT, Lofty, and Tokeny in real estate; royalty-financing platforms and early-stage mineral-rights tokenization startups in critical minerals. Each category leader rebuilds compliance, custody, and trading infrastructure for a single asset class. RWA Tokens consolidates three asset-class modules behind a single Solana-native compliance kernel, a single qualified custodian (Empire Stock Transfer), and a single trading venue (CEDEX). The architectural decision is not a feature — it is the central thesis: an issuer who clears compliance for one module clears it for all three; an investor onboarded by Empire for one module is whitelisted across all three; transaction volume from any module deepens shared liquidity for all three. Securitize remains the institutional-equity benchmark (BlackRock, Apollo, KKR, Hamilton Lane; $4B+ tokenized; $1.25B SPAC valuation). RWA Tokens does not compete with Securitize for BlackRock-style mandates and does not need to. RWA Tokens competes on a different dimension: cross-asset-class infrastructure with mathematically-enforced compliance and permanent shared liquidity. This document maps the competitive landscape across all three modules. Strategic thesis: Securitize and the single-asset-class incumbents represent the institutional bridge between traditional finance and tokenized RWAs. RWA Tokens represents the destination — a unified compliance kernel that scales across asset classes without rebuilding regulatory and custody infrastructure for each one. **Part I — Securitize Profile** Company Overview and Institutional Dominance Securitize was founded in November 2017 by Carlos Domingo and Jamie Finn to serve as a bridge between traditional capital markets and blockchain-based securities. The company raised approximately $147–200 million across funding rounds, with a pivotal $47 million Series C in May 2024 led by BlackRock. This investment placed Joseph Chalom, BlackRock's Global Head of Strategic Ecosystem Partnerships, on Securitize's board, cementing the institutional relationship that defines the company's market position. In October 2025, Securitize announced a SPAC merger with Cantor Equity Partners II at a $1.25 billion pre-money valuation, with an expected Nasdaq listing under ticker SECZ in the first half of 2026. The BlackRock relationship represents Securitize's crown jewel. The BUIDL fund (BlackRock USD Institutional Digital Liquidity Fund), launched in March 2024, has grown to more than $2.5 billion in AUM — the world's largest tokenized real-world asset. Beyond BlackRock, Securitize counts Apollo, KKR, Hamilton Lane, and VanEck as institutional clients. Regulatory Positioning — Issuer-Sponsored Model In its October 2025 submission to the SEC Crypto Task Force, CEO Carlos Domingo articulated Securitize's core regulatory philosophy: intermediaries should not tokenize public equity without the issuer's direct involvement and assent. The company's SEC-registered digital transfer agent works directly with issuers to natively mint tokenized securities without intermediary layers. • Permissioned Architecture: All investors are KYC-verified and wallets whitelisted before any transaction can occur • Rules-Based Smart Contracts: Enforce lawful transfers and AML compliance throughout the asset lifecycle • Token Recovery: Lost, stolen, or impaired tokens can be burned and reissued by the transfer agent • Not Bearer Securities: Securitize emphasizes regulatory accountability of token holders Securitize's SEC submission characterizes competing approaches — including permissionless wrapped tokens and derivative securities — as regulatory arbitrage that creates an uneven playing field. This reflects Securitize's institutional DNA: build within existing frameworks rather than seek exemptions. RWA Tokens shares this philosophical commitment to operating within the federal securities laws, but reaches a different architectural conclusion about how to enforce compliance at the protocol layer. Technology Architecture — Middleware on Public Chains Securitize operates as blockchain-agnostic middleware, deploying the ERC-3643 (T-REX) token standard across more than 15 public blockchains including Ethereum, Polygon, Avalanche, and Solana. While this multi-chain approach provides flexibility, Securitize runs no blockchain infrastructure of its own. The platform inherits the limitations of general-purpose chains — gas fee volatility, scalability constraints, and computational limits on complex compliance rules. Critical Limitations | Limitation | Detail | | ----------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------- | | Limited Liquidity | Securitize Markets ATS reports approximately $600,000 in daily trading volume — modest for a platform claiming market leadership | | Trading Disruptions | User complaints document trading suspended for months due to custodian restructuring — operational dependencies outside Securitize's control | | Admin Overrides | ERC-3643 includes force transfer, freeze, and recovery functions allowing administrators to override on-chain ownership | | High Costs | Setup fees exceeding $100,000 and minimum investments of $10,000–$5,000,000 exclude smaller issuers and retail investors | | External Infrastructure | Relies on external DEXs and bridges (Wormhole) for broader liquidity — counterparty and smart-contract risk outside Securitize's control | | Single Asset Class | Securitize platform is purpose-built for institutional equity tokenization; real estate and commodities require parallel infrastructure investment | **Part II — RWA Tokens Advantages** Complete Infrastructure Control — The Alesia Doctrine RWA Tokens' architecture reflects a strategic philosophy drawn from Caesar's siege of Alesia: build complete defensive infrastructure rather than rely on external dependencies. Where Securitize deploys on public chains it does not control, RWA Tokens builds proprietary infrastructure on Solana specifically designed for Digital Securities operations across three asset-class modules. This architectural decision emerged from a critical discovery during development. Major decentralized exchanges including Raydium, Orca, and Meteora cannot support SPL Token-2022 Transfer Hooks, meaning that tokens traded on these platforms would lose all 42 security controls. Rather than compromise compliance to fit existing infrastructure, RWA Tokens built CEDEX — a custom exchange that preserves all 42 Transfer Hook controls on every transaction across all three modules. Three-Module Architecture — One Compliance Kernel The single most consequential V10 advancement is module unification. RWA Tokens runs three asset-class modules on identical infrastructure: | Module | Asset Class | Backing Instrument | Reference Price | | ------------------------ | ------------------------------------------------------------ | ---------------------------------------------------------------------- | ----------------------------------------- | | Module 1 — ST22 Equities | OTC microcap, NASDAQ, AMEX, TSX, and all global exchanges | 1:1 Common Class B (Empire custody) | Pyth TWAP | | Module 2 — Real Estate | Commercial and investment-grade real property | Common Class B in property-holding Nevada corporation (Empire custody) | Independent appraiser NAV (cadence-based) | | Module 3 — CORECM | Carbon Ore, Rare Earth & Critical Minerals revenue interests | Operator Common Class B or royalty assignment units (Empire custody) | SPE-PRMS reserve attestation | Module-conditional logic exists only at Layer 6 (Oracle Network — appraisal for Module 2, reserve attestation for Module 3) and Layer 2 (Transfer Hook — module-aware custody verification). The other seven layers operate identically across all three modules. This is the architectural differentiator no single-asset-class competitor can replicate without rebuilding their entire platform. Regulatory Positioning — Category 1 Model B, Release No. 33-11412 RWA Tokens' regulatory engagement with the SEC Crypto Task Force culminated in full alignment with Release No. 33-11412 (March 17, 2026) and the January 28, 2026 Joint Staff Statement on Tokenized Securities, which together established the binding framework for compliant tokenization. | SEC Category 1 Model B Requirement | RWA Tokens Implementation | Authority | | ---------------------------------- | ------------------------------------------------------------------------------------------------- | --------- | | Issuer Authorization | Board resolution required before any module token minting | Binding | | Official Shareholder Register | Empire Stock Transfer master file (all three modules) | Binding | | SEC-Registered Custodian | Empire Stock Transfer — Exchange Act §17A registered | Binding | | True Equity Backing (Module 1, 2) | 1:1 Common Class B Shares · irrevocable Empire custody | Binding | | True Asset Backing (Module 3) | 1:1 operator Common Class B or royalty assignment units · irrevocable Empire custody | Binding | | Digital Securities Classification | All module tokens classified under Release No. 33-11412 | Binding | | CUSIP Assignment | Common Class B shares receive official CUSIP at issuance | Binding | | Investor Protections | 42 Transfer Hook controls + module-conditional controls (appraisal currency, reserve attestation) | Binding | SEC Quote — January 28, 2026 Joint Staff Statement: "Form should be disregarded for substance, and the emphasis should be on economic reality." This principle directly validates the Category 1 Model B architecture across all three RWA Tokens modules: Empire Stock Transfer maintains the authoritative off-chain master securityholder file; the Solana blockchain serves as the operational notification layer. Part IIa — Token Standard Architecture Securitize: ERC-3643 on Ethereum and EVM Chains Securitize builds on ERC-3643 (T-REX), developed by Tokeny Solutions. With more than $28 billion in tokenized assets, ERC-3643 is the dominant standard for institutional security tokens on Ethereum. Its architecture adds compliance functionality through a five-component overlay: T-REX Token contract, ONCHAINID (ERC-734/735), Identity Registry, Compliance Contract, and Trusted Issuers Registry. • Admin Override Vulnerability: forceTransfer(), freezePartialTokens(), and recoveryAddress() allow administrators to move tokens without holder consent • Registry Manipulation Risk: Compliance depends on off-chain identity registries that can be modified • Gas Volatility: Ethereum transaction fees have historically ranged from $1 to more than $40 during network congestion • Throughput Constraints: Ethereum processes approximately 15 TPS, creating bottlenecks at scale • Application-Layer Bypass Risk: Compliance checks are application-layer smart contract calls — a caller with direct EVM access can bypass the T-REX overlay entirely RWA Tokens: SPL Token-2022 (ST22) on Solana RWA Tokens builds on Solana's Token-2022 program, a native upgrade to Solana's SPL token standard that embeds compliance directly into the protocol layer. Unlike ERC-3643's smart contract overlay, Token-2022 Transfer Hooks execute inside the Solana runtime — there is no bypass path. This single property is why CEDEX is structurally the only venue capable of trading ST22 tokens with compliance preserved. • Runtime Enforcement: Transfer Hook controls execute inside the Solana runtime — mathematically impossible to bypass regardless of caller • Atomic Execution: 42 baseline + module-conditional controls execute atomically with the token transfer — any control failure reverts the entire transaction • No Admin Override: No forceTransfer equivalent exists — immutability is architectural, not policy • Module-Aware Custody: Empire signs module-discriminated Ed25519 attestations every block — cross-module attestation forgery rejected at runtime (Error 6043) • Ultra-Low Costs: \~$0.00025 per transaction enables compliance verification on every transfer at any market cap • Near-Instant Finality: \~400ms vs. Ethereum's 12+ second block times • Formally Verified: Certora formal verification of mathematical invariants pre-mainnet, including 1:1 module-aware backing across all three modules Token Standard Comparison | Dimension | ERC-3643 (Securitize) | ST22 (RWA Tokens) | | ------------------------- | ------------------------------------ | --------------------------------------------------------------- | | Blockchain | Ethereum + EVM chains (15+) | Solana — purpose-built infrastructure | | Architecture | Smart contract overlay on ERC-20 | Native runtime-level Transfer Hooks | | Compliance Enforcement | Application-layer — bypassable | Runtime-enforced — no bypass path | | Admin Override | Yes — forceTransfer, freeze, recover | No — mathematically impossible | | Multi-Asset-Class Support | Single architecture per asset class | One kernel · three modules · module-aware logic at Layers 2 & 6 | | Transaction Cost | $1–$40+ gas fees | \~$0.00025 | | Transaction Speed | \~15 TPS, 12+ second blocks | 65,000+ TPS, \~400ms finality | | Bypass Risk | Possible via direct EVM call | None — runtime enforcement | | Immutability | Upgradeable proxy contracts | Immutable 42 controls | | Formal Verification | Audited (no formal proofs) | Certora — formally proved invariants | Part IIb — Exchange and Liquidity Infrastructure Securitize — Dependent on External Exchange Infrastructure Securitize operates Securitize Markets, an SEC-registered ATS, as its primary secondary trading venue. This infrastructure faces significant limitations that constrain liquidity and create operational risks outside Securitize's control. • Limited Volume: approximately $600,000 daily trading volume on the ATS • Limited Hours: traditional market hours only — no 24/7 global access • Trading Suspensions: user reports document suspensions lasting months during custodian restructuring events • External Dependencies: relies on Wormhole and external DEXs for broader liquidity — third-party failure vectors • Withdrawal Risk: third-party market makers and liquidity providers can withdraw at any time RWA Tokens — CEDEX + Global Unified Liquidity Pool RWA Tokens owns and operates CEDEX — a purpose-built Compliant Exchange for Digital Securities — with the Global Unified CEDEX Liquidity Pool providing permanent, protocol-owned liquidity shared across all three modules. • Complete Ownership: CEDEX is wholly owned and operated by Groovy Company, Inc. — no external dependencies • 24/7/365 Operation: global investor participation across all time zones without market hour restrictions • Integrated Compliance: Transfer Hook controls execute on every CEDEX trade across every module — compliance is the trade, not a pre-trade check • Cross-Module Liquidity: a single liquidity pool shared across Equities, Real Estate, and CORECM — Module 2 transaction volume deepens Module 1 and Module 3 liquidity, and vice versa • Permanent Liquidity: Global Pool funded by Groovy Treasury + Staking Pool reinvestment + 0.44% fee lock on every transaction across all modules • LP Tokens Burned: LP tokens burned at pool initialization — withdrawal mathematically impossible for any party including Groovy Company itself Global Unified CEDEX Liquidity Pool — V10 Architecture The pool is funded by three sources: (1) Groovy Treasury — protocol-owned SOL treasury provides initial seeding and ongoing support; (2) Staking Pool — 2% of every staking reward distributed routes to the Global Pool via immutable Transfer Hook before rewards reach staker wallets; (3) 0.44% of every Digital Securities transaction across all three modules — permanently locked by immutable Transfer Hook on both primary offerings and CEDEX secondary trades. There is no per-module pool architecture. The Global Pool is shared across all ST22 issuers in all three modules. Each new issuer in any module adds transaction volume that deepens liquidity for all issuers across all modules. This is the structural advantage of unified-kernel design over single-asset-class competitors who must build separate liquidity for each asset class they support. | Exchange Attribute | Securitize | RWA Tokens · CEDEX | | ----------------------- | ------------------------------------------ | ----------------------------------------------------- | | Primary Exchange | Securitize Markets ATS (SEC-registered) | CEDEX (proprietary, wholly-owned) | | Infrastructure Control | External custodians, bridges, DEXs | Complete ownership per Alesia Doctrine | | Trading Hours | Traditional market hours | 24/7/365 continuous operation | | Daily Volume | \~$600K/day ATS volume | Continuous via CPMM AMM | | Asset Classes Served | Institutional equity (single architecture) | Equities · Real Estate · CORECM (single architecture) | | Liquidity Model | Third-party market makers, external LPs | Global Unified Liquidity Pool · cross-module | | Liquidity Permanence | Withdrawable by providers at any time | LP tokens burned — mathematically non-withdrawable | | Trading Disruption Risk | Suspensions during custodian changes | No external dependencies to cause disruption | | Transparency | Quarterly ATS filings | Real-time on-chain pool verification every \~400ms | Part IIc — Module-Specific Competitive Landscape Securitize is the right comparator for Module 1 (institutional equity tokenization), but Modules 2 and 3 operate in different competitive sets. The single-kernel thesis means RWA Tokens does not need to lead in any single category; it needs to be the only platform competitive across all three. Module 1 — Equities Tokenization Competitive Set | Competitor | Architecture | Position vs. RWA Tokens Module 1 | | ---------------------------- | -------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------- | | Securitize | ERC-3643 middleware on 15+ chains | Institutional-equity leader; cannot economically serve sub-$100M issuers; admin-override architecture; single asset class | | Tokeny (ERC-3643 stack) | T-REX standard licensor | Standard provider; no exchange or custody infrastructure of its own | | Ondo Finance | Tokenized Treasuries on Ethereum | Different segment (cash equivalents); no equity issuance pipeline | | Backed Finance (Switzerland) | EU-regulated tokenized stock wrappers | Wrapped synthetic exposure; not 1:1 share-backed; no US Reg D path | | Dinari | dShares (NYSE/NASDAQ tokenization) | Large-cap focused; complementary asset coverage; potential partnership target rather than direct competitor | | INX | FINRA-registered ATS + tokenization platform | Limited issuer pipeline; ERC-3643 derivative architecture | Module 2 — Real Estate Tokenization Competitive Set | Competitor | Architecture | Position vs. RWA Tokens Module 2 | | ---------------------------- | ------------------------------------------- | -------------------------------------------------------------------------------------------------------- | | RealT | ERC-20 wrapper, Gnosis Chain | Retail-focused single-family rental; no SEC-registered transfer agent; no institutional onboarding | | Lofty.ai | Algorand-native fractional ownership | Single-family rental focus; manual KYC; limited secondary liquidity | | Securitize Real Estate | ERC-3643 wrapped REIT interests | Institutional REIT-style products; no per-property tokenization | | RedSwan CRE | Stellar-based commercial real estate tokens | Commercial real estate; pre-issuance broker-dealer dependency; no on-chain appraisal cadence enforcement | | Tokeny (Real Estate clients) | ERC-3643 deployed by individual issuers | Standard provider; per-property issuer rebuilds compliance from scratch | Module 2 differentiator: RWA Tokens is the only Real Estate tokenization platform enforcing USPAP appraisal cadence on-chain (90/180/365-day windows by property class) via the Appraisal Oracle. Competitors rely on off-chain appraisal disclosures with no enforcement mechanism — appraisal can become stale without trade halt. The Module 2 architecture treats appraisal currency as a Transfer Hook precondition (Error 6041), not a marketing claim. Module 3 — CORECM Competitive Set | Competitor | Architecture | Position vs. RWA Tokens Module 3 | | ------------------------------------ | --------------------------------------------------- | ---------------------------------------------------------------------------------- | | Royalty-financing platforms | Off-chain royalty agreements; no tokenization layer | Not on-chain; no continuous secondary market; institutional only | | Mineral-rights tokenization startups | Various early-stage Ethereum / Polygon deployments | Pre-revenue; no SEC-registered transfer agent; no SPE-PRMS attestation enforcement | | Energy NFT projects | Memecoin-adjacent energy commodity wrappers | Not security-token compliant; not Reg D / Reg S structured | | Direct issuer Reg D placements | Traditional offering, no tokenization | No secondary liquidity; manual transfer process | Module 3 differentiator: RWA Tokens is the only CORECM platform enforcing SPE-PRMS or CRIRSCO-aligned reserve attestation on-chain (90-day cadence), rejecting ineligible reserve classes (only Proved 1P or JORC Measured satisfy Control 1.M3). Module 3 is structurally early-stage in the broader market, but the regulatory architecture (S-K Subpart 1300, USGS Critical Minerals, IRA Section 45X / 30D) is mature enough to support compliant issuance now. Part IId — Beta Validation Results (Module 1) Three issuers tokenized Digital Securities through the RWA Tokens platform during the Module 1 beta test: • $7 million in trading volume within 30 days — immediate institutional and accredited-investor demand for tokenized Digital Securities • Average daily volume of $200,000 across three issuers — approximately one-third of Securitize's reported $600,000 daily ATS volume from a platform with $4B+ in institutional assets • All 42 Transfer Hook security controls executed flawlessly — validating SPL Token-2022 Transfer Hook architecture at scale • Zero custody discrepancy events — Empire-Solana per-block Ed25519 attestation cadence held continuously Multi-Module Revenue Potential | Year | M1 Issuers | M2 Properties | M3 Basin-Assets | Total Annual Volume | Protocol Revenue (5%) | | ------ | ---------- | ------------- | --------------- | ------------------- | --------------------- | | Year 1 | 50 | 5 | 2 | $200M | $10.0M | | Year 2 | 200 | 30 | 10 | $850M | $42.5M | | Year 3 | 500 | 100 | 30 | $2.20B | $110.0M | | Year 4 | 1,000 | 250 | 75 | $4.60B | $230.0M | | Year 5 | 2,000 | 500 | 150 | $9.00B | $450.0M | *All projections are highly speculative and assume the beta-test average daily volume per Module 1 issuer extends to a larger issuer base, with Module 2 and Module 3 ramps following the structural deal-size patterns of commercial real estate tokenization and royalty-rights tokenization respectively. Actual volume varies by issuer market cap, property class, reserve attestation timing, and module-specific market dynamics.* Part III — Strategic Comparison Matrix | Dimension | Securitize | RWA Tokens | Advantage | | ---------------------- | ----------------------------------------------- | ---------------------------------------------------------------------------------------- | ----------------- | | Token Standard | ERC-3643 on Ethereum | SPL Token-2022 (ST22) on Solana | RWA Tokens | | Asset-Class Coverage | Institutional equity (single) | Equities + Real Estate + CORECM | RWA Tokens | | Transaction Cost | $1–$40+ gas fees | \~$0.00025 | RWA Tokens | | Transaction Speed | \~15 TPS, 12+ second blocks | 65,000+ TPS, \~400ms | RWA Tokens | | Admin Override | Yes — force transfer, freeze, recover | No — mathematically impossible | RWA Tokens | | Compliance Enforcement | Application layer — bypassable | Runtime — no bypass path | RWA Tokens | | Transfer Agent | Securitize Transfer Agent (subsidiary) | Empire Stock Transfer (founder Patrick Mokros = COO) | RWA Tokens | | Secondary Liquidity | \~$600K/day ATS, market hours only | 24/7 CEDEX + Global Unified Pool (cross-module) | RWA Tokens | | Liquidity Permanence | Withdrawable by market makers | LP tokens burned — mathematically permanent | RWA Tokens | | Module-Aware Custody | Not applicable (single asset class) | Module-discriminated Ed25519 attestation per block | RWA Tokens | | Target Issuer Profile | Institutional ($100K+ setup, $10K–$5M minimums) | Module-dependent ($1K–$25K setup; full institutional and global SME range) | Different markets | | Regulatory Licenses | Transfer Agent, Broker-Dealer, ATS, EU MiCA | Release No. 33-11412 Category 1 Model B (all modules) · evaluating Reg CF funding portal | Securitize | | Institutional Partners | BlackRock, Apollo, KKR, Hamilton Lane | Empire Stock Transfer (structural alignment via dual role) | Securitize | | Valuation | $1.25B SPAC merger | Pre-launch (Q3 2026 mainnet) | Securitize | | Cross-Asset Strategy | Single architecture per asset class | One compliance kernel · three modules | RWA Tokens | Part IV — Conclusion Where Securitize Wins • First-mover regulatory moat with transfer agent, broker-dealer, ATS, and EU MiCA registrations • Institutional relationships with BlackRock, Apollo, KKR, and Hamilton Lane — unmatched institutional credibility • $1.25 billion SPAC valuation validates market acceptance of the institutional-focused approach • ERC-3643 with $28B+ in tokenized assets establishes the institutional standard on Ethereum • EU MiCA compatibility — Securitize is licensed in both the United States and the European Union Where RWA Tokens Wins • Three-Module Architecture: the only platform serving Equities, Real Estate, and CORECM on a single compliance kernel — competitors must rebuild for each asset class • Infrastructure Independence: the Alesia Doctrine eliminates third-party failure vectors that cause Securitize trading suspensions • Mathematical Security: 42 baseline + module-conditional Transfer Hook controls execute inside the Solana runtime — cannot be overridden, cannot enable rugpulls, cannot be bypassed • Permanent Cross-Module Liquidity: Global Unified CEDEX Liquidity Pool — LP tokens burned — withdrawal mathematically impossible — shared across all three modules • Module-Aware Custody: Empire signs module-discriminated Ed25519 attestations every Solana block; cross-module attestation forgery rejected at runtime — no competitor has this • Binding Regulatory Framework: Release No. 33-11412 (March 17, 2026) confirms the architecture under binding federal interpretation, not Staff guidance • Transaction Economics: \~$0.00025 per transfer vs. $1–$40+ — enables compliance verification on every transfer at any market cap • Empire Structural Alignment: Empire Stock Transfer's founder (Patrick Mokros) is RWA Tokens' COO — structural alignment, not arms-length partnership Strategic Positioning Securitize and RWA Tokens serve different markets with different architectures. Securitize's institutional DNA makes it ideal for BlackRock-style clients who need regulatory comfort and accept centralized control. RWA Tokens' infrastructure independence and three-module compliance kernel make it ideal for the much broader market of asset classes that traditional infrastructure either does not serve or serves only at institutional-tier price points. The competitive threat is not RWA Tokens taking Securitize's institutional clients. It is RWA Tokens demonstrating that a unified-kernel model exists. When ST22 architecture processes meaningful volume across Equities, Real Estate, and CORECM simultaneously — with zero admin overrides, instant settlement, sub-cent fees, and module-aware custody attestation — the single-asset-class incumbents will appear increasingly architecturally constrained. The long-term trajectory favors unified-kernel infrastructure. Mathematically-enforced security, runtime-level compliance, cross-asset-class liquidity, and infrastructure independence represent the structural endpoint of tokenized RWA infrastructure. Securitize's middleware-on-Ethereum model and the single-asset-class incumbents in Real Estate and CORECM represent intermediate stations on the path to that endpoint. Appendix A — Securitize SEC Letter (October 3, 2025) *Reproduced verbatim for analytical reference. This document was filed by Securitize CEO Carlos Domingo with SEC Chairman Paul S. Atkins on October 3, 2025, and is publicly available at SEC.gov.* *78 SW 7th Street, Suite 500 · Miami, FL 33130 · October 3, 2025* Via Electronic Mail — The Honorable Paul S. Atkins, U.S. Securities and Exchange Commission, 100 F Street NE, Washington, D.C. 20549 Re: Securitize's Compliant, Issuer-Sponsored Security Tokenization Model Dear Chairman Atkins, Securitize appreciates the opportunity to provide a high-level overview of the firm's tokenization model as a contrast to some of the alternative offerings that have recently come to market, specifically as it relates to public equities. Securitize provides highly scalable and compliant tokenization solutions via its regulated subsidiaries that cover issuance, distribution and secondary market trading. The firm has pursued an approach that is innovative, leverages frontier-edge technologies of blockchains and smart contracts, all within a highly compliant model, unlike many other current and potential market entrants. We do not need or seek exemptions with respect to existing securities regulations, although some existing rules need to be modernized to accommodate blockchain solutions. It is our view that some of the 'competing' offerings to our approach represent a regulatory arbitrage and create the potential for an uneven playing field for other compliant ecosystem participants. I. Tokenization Models Recent enthusiasm to tokenize public securities has catalyzed a range of offerings that call into question the appropriate form of tokenized assets. Securitize's model is characterized as issuer-sponsored in contrast to some of the other approaches: we do not believe intermediaries should be tokenizing public equity without the issuer's involvement and assent. A. Issuer-Sponsored. Securitize Transfer Agent, LLC, an SEC-registered digital transfer agent, works directly with issuers to natively (meaning without intermediary layers) issue or mint a tokenized public equity. The tokenized security is the equivalent of the traditionally issued security. The tokenization process involves converting traditional shares held in book entry form at DTCC to a tokenized form captured on a blockchain-based master security file of the transfer agent. The tokenized security confers the same ownership rights as the traditional security, including voting rights, dividend rights and other corporate actions. Investors are always KYC-verified and their wallets are whitelisted. Whitelisting, coupled with rules-based smart contracts, ensures lawful transfers and AML compliance are always enforced throughout the lifecycle of the asset. B. Permissionless "Wrapped" Tokens. SPVs are created to hold the traditional shares, and a token representing an ownership interest in the SPV is issued (a wrapped token) to provide exposure to the stock held in the SPV. This approach introduces additional counterparty risk to the investor as any potential claims would be against the SPV and not the actual issuer of the stock. The wrapped token does not confer any ownership rights equivalent to owning the underlying stock, e.g., voting rights, dividend rights. Other than at the point of purchase or redemption, investors who purchase in the secondary market are not subject to any KYC requirements. After the initial purchase, the wrapped tokens can be freely transferred from wallet to wallet without verifications or sanctions screening. C. Derivative Securities. Synthetic products that provide exposure to the underlying stock. This is analogous to a total return swap or security-based swap (SBS) construct and should be deemed to be a security or security-based swap. Exposure is purely economic: the product does not allow redemption for shares or units in the underlying asset and does not offer rights that would attach to a security purchased directly. Investors are exposed to counterparty risk of the token issuer and attendant liquidity pool. If the security is SBS, the full panoply of SBS rules would have to be addressed. III. Transferability and Token Control: Permissioned vs. Permissionless Securitize implements smart contracts with rules that govern the transferability of its tokenized securities. Coupled with the KYC verification and whitelisting requirements, this ensures that only eligible and approved investors can engage and transact as smart contracts enforce compliance with suitability, AML and issuer-defined requirements. Moreover, given the smart contract architecture and the existence of an off-chain security master file, any lost, stolen or otherwise impaired tokens can be burned and reissued by the TA (at the direction of the BD or the issuer) such that investors are made whole. These are, therefore, not bearer securities. IV. Secondary Market Trading Securitize Markets, LLC is an SEC-registered and FINRA member broker dealer that operates the Securitize Markets ATS and has bilateral relationships with OTC market makers. The firm's ATS provides several options to compliantly trade tokenized securities, including a standard order book and an RFQ option. The firm plans on offering trading in tokenized NMS stocks and will do so within the existing framework of Reg NMS and related regulations for off-chain transactions. *Sincerely, Carlos Domingo, Chief Executive Officer* Appendix B — RWA Tokens SEC Crypto Task Force Submission Posture Overview: Three-Module Digital Securities Infrastructure RWA Tokens creates SEC-compliant market infrastructure for Digital Securities across three asset-class modules — equities (Module 1), real estate (Module 2), and carbon ore, rare earth and critical minerals (Module 3). The platform addresses asset classes where traditional secondary market infrastructure has historically been fragmented, manual, or inaccessible to the full range of qualified investors. SEC Category 1 Model B Regulatory Framework RWA Tokens operates within the SEC's January 28, 2026 Joint Staff Statement on Tokenized Securities and the binding authority of Release No. 33-11412 (March 17, 2026) through full Category 1 (Issuer-Sponsored) compliance across all three modules. | SEC Category 1 Requirement | RWA Tokens Implementation | Status | | --------------------------------- | --------------------------------------------------------------------------------------------------------------------- | ------- | | Direct Issuer Authorization | Board resolution required for module-tagged token creation across all three modules | Binding | | Transfer Agent Custody | Empire Stock Transfer (SEC §17A registered) maintains custody for all three modules | Binding | | Digital Securities Classification | All module tokens classified under Release No. 33-11412 | Binding | | Direct Ownership | Token holders have direct beneficial ownership claims on the underlying backing instrument (Common B / royalty units) | Binding | | Counterparty Risk Eliminated | No third-party intermediary between holder and underlying instrument across any module | Binding | | Regulatory Recordkeeping | Rules 17Ad-2 through 17Ad-13 compliance | Binding | Nine-Layer Platform Architecture · V10.0 | Layer | Component | What It Does | | ----- | ----------------------------------- | --------------------------------------------------------------------------------------------------------------- | | L1 | Solana Foundation | 65,000+ TPS, \~$0.00025/tx, \~400ms finality | | L2 | SPL Token-2022 Transfer Hooks | 42 baseline + module-conditional controls enforced atomically inside the Solana runtime — no bypass path | | L3 | Global Unified CEDEX Liquidity Pool | Single protocol-owned pool shared across all three modules · LP tokens burned | | L4 | Custom AMM Engine | Purpose-built CPMM with u128 arithmetic · module-aware pricing | | L5 | CEDEX | Only trading venue where SPL Token-2022 Transfer Hook compliance is preserved on every trade across all modules | | L6 | Oracle Network | Custody (all modules) · OFAC · AML · TWAP · Appraisal (M2) · Reserve attestation (M3) · EDGAR (M1) | | L7 | Protocol Governance | 3-of-5 multi-sig (params) · 5-of-9 multi-sig (upgrades) · 42 controls immutable | | L8 | Wallet Infrastructure | KYC/AML iOS and Android · Ledger/Trezor support | | L9 | Predictive AI Module | IDOS scoring across 15,000+ OTC companies · expanding to property and basin-asset opportunity scoring | Revenue Model — V10 Authoritative RWA Tokens charges a 5% fee on all Digital Securities transactions across all three modules — applied identically at the primary offering phase (Reg D, Reg S, or Reg CF) and on all secondary market trading on CEDEX. | Fee Component | Rate | Mechanism | | ----------------------------------- | ----- | --------------------------------------------------------------------------------------------------------------------- | | Global Unified CEDEX Liquidity Pool | 0.44% | Permanently locked by immutable Transfer Hook on every transaction across all modules — not withdrawable by any party | | RWA Tokens platform revenue | 4.56% | Funds infrastructure, compliance, development, and staking reward distributions | | Issuer secondary fee share | None | Issuers receive 95% of primary raise proceeds only — no ongoing secondary trading share | Key Policy Recommendations • Confirm that SEC-registered transfer agents satisfy the regulated custody requirement for Category 1 Digital Securities tokenization across asset classes (equities, real estate, mineral rights) • Recognize that smart contract-based compliance controls (Transfer Hooks executing inside the Solana runtime) provide investor protection equal to or superior to traditional market mechanisms • Clarify that public, permissionless blockchains such as Solana may be used for Category 1 Digital Securities when paired with SEC-registered transfer agent custody and 1:1 verifiable backing • Affirm that module-aware tokenization (Equities, Real Estate, CORECM) operating under unified compliance infrastructure does not create regulatory arbitrage when each module is independently aligned with applicable asset-class disclosure rules (S-K Subpart 1300 for mineral rights; USPAP for real estate appraisal) • Provide guidance on the use of automated market makers for Category 1 Digital Securities, recognizing their potential to provide continuous liquidity without traditional market maker dependency *Respectfully submitted, Frank Yglesias, Chairman & Chief Technology Officer, Groovy Company, Inc.* Confidentiality Notice and Disclaimer This document is confidential and prepared for internal strategic use only. Distribution limited to authorized personnel. The competitive analysis is based on publicly available information and internal analysis as of May 2026. ST22 Digital Securities are classified under Release No. 33-11412. This document does not constitute an offer to sell or solicitation of an offer to buy any securities. Groovy Company, Inc. is a Wyoming Corporation (CIK: 1499275; OTC: GROO). --- # Agent Instructions This documentation is published with GitBook. GitBook is the documentation platform designed so that both humans and AI agents can read, navigate, and reason over technical content effectively. Learn more at gitbook.com. ## Querying This Documentation If you need additional information that is not directly available in this page, you can query the documentation dynamically by asking a question. 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