02StartLegal model

No cut.No custody.No gatekeeper.

Software, not a broker. Reg S, Reg D 506(c), lock-ups and the holder cap.

Software, not a broker

A company that sells its own securities can rely on an exemption from registration. The platform it uses risks becoming an unregistered broker if it takes a cut of each sale, handles investors' money or picks who invests. dvdnd's design avoids all three, following the conditions of Securities Act §4(b) for platforms that only host offerings:

No cut.

A company pays a flat listing fee when it opens a raise, never a share of what it raises. The fee is set by the council and is the same for every raise.

No custody.

Investor USDC sits in the offering contract. It can only go to the company when a raise succeeds, or back to each investor when it fails. No admin key can withdraw it.

No gatekeeper.

Each raise names its own compliance account, the company or its transfer agent. Only that account can freeze or claw back holdings. dvdnd has no such power.

Exemptions, chosen per raise

Exemption	Who can invest	How the contract checks it
Regulation S	People who live outside the United States	A zero-knowledge proof of non-US residence, verified by the `gate` contract. See Proving eligibility.
Rule 506(c)	Accredited investors, US residents included	A verifier's attestation, or a signed accreditation statement plus a minimum investment of 200,000 USDC (1,000,000 USDC for an entity).
Both	Either of the above, side by side	Proven non-US residents invest under Reg S and everyone else as accredited investors. The stricter lock-up applies to the whole raise.

The high-minimum route for 506(c) follows the SEC staff's March 2025 guidance. A large enough minimum investment, together with the investor's written statement that they are accredited and not financed by a third party, counts as a reasonable step to verify accreditation. The statement's hash and whether the investor is a person or an entity are recorded on-chain.

Restrictions after the raise

On-chain

Each raise sets lockup_until. For Reg D the contract refuses anything shorter than one year after the deadline.
During the lock-up, claimed tokens go straight into the dividend vault and the wallet's trustline is deauthorized, so tokens can't move.
A raise sets max_holders (at most 2,000), and authorize_holder refuses new holders past the cap.
After the lock-up only wallets that are still eligible can be authorized to hold the token.

Legal

Rule 144 holding period for restricted securities sold under Reg D.
The Exchange Act §12(g) registration trigger at 2,000 holders of record.
Reg S distribution compliance: tokens shouldn't flow back to US persons. The residence gate and the authorization flags keep the token with eligible holders.

Privacy

Identity checks are done by Didit, a hosted verification provider. dvdnd's server reads only the decision and the country of residence, issues a credential, and deletes the Didit session with privacy erasure once the investor's proof is registered on Stellar. On-chain, the proof shows only that the wallet belongs to someone who lives outside the US. It doesn't reveal who they are or which country they live in.

The road from here

Hackathon: protocol and app on testnet, with real identity checks and real proofs.
Protocol plus 506(c): companies raise from accredited investors and non-US residents through their own compliance agents.
Reg CF through a licensed partner: smaller US tickets go through a registered funding portal.
Own licences: only if the volume justifies a broker-dealer or a funding portal.