Legal & Compliance
🏗️ SPV Architecture
Delaware Series‑LLC Structure
Master LLC
“D‑Day Capital Series LLC” formed in Delaware; single EIN and master operating agreement.
Individual Series
Each deal is ring‑fenced in its own Series.
Members & Managers
• Members = LP investors represented by Token‑2022 security tokens. • Managing Member = D‑Day GP entity with fiduciary duty and admin key in multisig.
Flow of Funds & Cap‑Table Mechanics
Subscription – Investor signs Series‑specific Subscription Agreement & Joinder (DocuSign).
Capital Transfer –
U.S. angel clubs (Reg D 506(b)) wire USDC to a designated BD Escrow Wallet operated by a registered broker‑dealer partner.
Non‑U.S. investors (Reg S) send USDC or SWIFT USD to offshore escrow.
Equity Purchase – Escrow remits USD to the startup for preferred shares, which are held by the Series SPV.
Security‑Token Mint – Token‑2022 LP units minted 1:1 and delivered to the wallet specified in the subscription (for U.S. clubs this can be the club’s custodian wallet).
Cap‑Table Sync – On‑chain ledger + off‑chain PDF schedule updated daily.
🇺🇸 Reg D §506(b) Workflow (“white‑glove” U.S. service)
1. No General Solicitation
All U.S. outreach is private: e‑mail lists, Zoom calls, or existing relationships with angel clubs / syndicates. No public posts, ads, or Discord invites targeting U.S. persons.
2. Investor Eligibility
Unlimited accredited investors plus ≤ 35 “sophisticated but non‑accredited” (not anticipated). Clubs typically supply accreditation letters for all members.
3. Verification
Because §506(b) does not permit public marketing, self‑certification in the Subscription + third‑party accreditation letter is sufficient (less onerous than §506(c)).
4. Web3 Handling (White‑Glove)
U.S. clubs often prefer Web2 rails: D‑Day burns the requisite utility tokens on their behalf and mints the security tokens to the club’s Solana wallet. The club never touches the utility token directly, avoiding a potential public offering claim.
5. Lock‑Ups
Rule 144 applies: security tokens non‑transferable for 12 months; enforced by Token‑2022 TransferHook.
6. Reporting
Form D filed with the SEC within 15 days of first sale; blue‑sky filings handled Series‑by‑Series.
🌍 Reg S Workflow (Public, Non‑U.S. Outreach)
Identical to earlier description—global marketing allowed as long as U.S. persons are geo‑blocked and contractual legends prevent resale into the United States for 12 months. Steps: KYC → Subscription → USDC → Token‑2022 issuance with Category 3 legend enforced on‑chain.
This documentation is informational and not an offer to sell securities. Any U.S. participation occurs solely through Reg D §506(b) private placements to accredited investors with an existing relationship. Non‑U.S. offerings rely on Reg S. Read the full Private Placement Memorandum before investing.
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