D‑Day is building the Internet Capital Markets (ICM) platform that finally lets anyone own stakes in tomorrow’s category‑defining startups before Wall Street shows up. We curate high‑impact ventures, ignite global buzz with a freely tradable utility token on Solana, then let committed holders burn those tokens for access to a fully compliant equity round housed in a Delaware Series‑LLC SPV. Investors receive on‑chain security tokens (Token‑2022) that represent real LP units, while founders gain capital, community feedback, and 24/7 market validation at internet speed. Think of it as “Kickstarter meets NASDAQ—on-chain, compliant, and always open.” The result: startups secure aligned, distribution‑ready believers; investors capture upside traditionally reserved for elite VCs; and every transaction is transparent, programmable, and enforceable in code.

🔗 Quick Links

At D-Day, we focus exclusively on high-quality, AI-driven startups with real-world potential. To ensure every startup meets our standards for technical credibility, market opportunity, and investment potential, we use our proprietary DeepView vetting process.

DeepView at a Glance:

1. Initial Screening Quick review of the startup’s core AI idea, market size, and founder background. "Does this solve a meaningful problem?"

1. What Is an SPV?

A Special Purpose Vehicle (SPV) is a one‑off legal entity—usually an LLC—created solely to hold a single investment. Think of it as a “deal container.” Everything that goes into the container (cash, startup shares) and everything that comes out of it (proceeds at IPO) is isolated from other deals and from D‑Day’s operating company.

🎯 Mission & Vision — Why D‑Day Exists

Mission: Create an open, programmable capital market that lets visionary startups raise money and build global communities at internet speed—while giving everyday investors fair, compliant access to returns that used to be locked inside elite VC circles.

Vision: A world where the next SpaceX‑level company isn’t financed by a handful of insiders but by tens of thousands of aligned believers whose ownership and upside is recorded transparently on‑chain. D‑Day will be the default launch ramp for breakthrough technology, unbundling Wall Street so innovation and wealth creation become truly borderless.

🛠️ ICM‑Primer — Internet Capital Markets in Plain English

1. 24/7 Markets – Assets trade and settle any hour, any day, because the “exchange” is public blockchain code, not a physical venue with a closing bell.

2. Programmable Compliance – Transfer rules (KYC, holding periods, jurisdictional blocks) are baked into the token itself; no paperwork ping‑pong.

3. One Wallet, Global Assets – A single crypto wallet can hold equities, bonds, real estate shares, even money‑market funds—instantly swappable or postable as collateral.

Think of ICM as “the internet’s version of a stock market,” where code replaces paperwork and geography no longer blocks participation.

🚧 Problem Statement: Capital Bottlenecks for Startups & Investors

Result: Breakthrough companies waste months chasing capital, while 99 % of potential investors watch from the sidelines until it’s too late.

⚡ Solution: The Token‑Swap Equity Bridge

1. Curate — D‑Day vets deep‑tech startups for IP strength, scalability, and founder credibility.

2. Ignite — Each startup launches a utility token on Solana → instant community, 24/7 price signal, viral reach.

3. Gate — Holders burn tokens to secure a “ticket” into the equity round; only the committed proceed.

Net effect: Startups raise capital and community simultaneously; investors capture early‑stage equity with compliance baked in; every step is tracked on a public ledger, creating the first true Internet Capital Market for private tech.

🏗️ SPV Architecture

Delaware Series‑LLC Structure

Flow of Funds & Cap‑Table Mechanics

1. Subscription – Investor signs Series‑specific Subscription Agreement & Joinder (DocuSign).

2. 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.

🇺🇸 Reg D §506(b) Workflow (“white‑glove” U.S. service)

🌍 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.