1. Preamble
Author: Ravi Srivastava, the founder and CEO of Akemona
Status: Formal Submission
Contributors: Akemona team includes members with prior experience developing the Protocol
2. Summary
As the RWA market continues to expand and become more competitive, TrueFi has an opportunity to leverage its existing market-leading Protocol & technology stack with its new governance structure to revitalize its product offerings to attract new lenders, borrowers, and issuers to the Protocol. This proposal is a plan for the TrueFi Foundation and Community to bring on Akemona Technologies’ team as TrueFi’s new core product and business development team. We would take the lead on the following roles Mr. Vandy enumerated in TFIP-19:
“5. Day-to-day website user interface (“UI”) and user experience (“UX”) tech managers
6. Smart contract maintenance
7. New product development from a technology standpoint
8. New product or counterparts liaison specialist”
Our proposed 7-month budget, through the end of Q1 2025, is USD 448,000 (see the itemization at the end of this document), paid out monthly in the form of USD 54,000 in USDC and USD 10,000 in TRU tokens.
Our offer includes services for items #5 to #8 from TFIP-19 stated above, which will be covered by Ravi Srivastava and Brady Matthews. Akemona can bring in additional staff if needed. As described below Akemona has included the enhancement of the TrueFi platform and protocol with the Akemona platform in this proposal.
Further items #5 to #8 from TFIP-19 are high-level descriptions. The Akemona team will make an assessment and add more details to the description of these activities to measure the level of effort required and derive suitable KPIs.
There will be quarterly reviews with the Board and Community via the TrueFi Forum to evaluate KPI performance under our engagement. If we’ve satisfactorily met or exceeded our KPIs, then our relationship should automatically extend for an additional 6 months with new KPIs mutually agreed to by Akemona, the Board, and the Community. In this constantly evolving market, long-term engagements are not nimble enough to adapt to new market developments and the needs of the Protocol.
3. Motivation
Why Akemona? Akemona is building the future of finance as a pioneer in digital securities and RWA tokenization. Founded in 2018, we’ve developed and launched the first regulated funding portal protocol managed by smart contracts in the United States. Akemona registered with the SEC in 2018 and received FINRA membership approval in 2020 under SEC Regulation Crowdfunding (Reg CF). This year Akemona successfully closed three small, tokenized offerings (Wolfer, PreSend, Soma) under Reg CF. Subsequently, Akemona enhanced the platform to add tokenization of RWA under SEC Regulations A, D/S, and Investment Companies 1940 Act. Through the expansion of its tokenization protocol (see Akemona wallet addresses at Etherscan and Polygonscan) which includes SEC-registered onchain transfer agent services (OnchainTA), issuance of perks as utility tokens and NFTs, partnership with ARCA Labs, and collaboration with the CAF Bank of Latin America for tokenized thematic bonds, Akemona is expanding in the United States capital market. In 2024 Akemona launched a new white-labeled tokenized fundraising platform, which is doing well in the real estate development industry in the United States.
Legacy capital market infrastructure (comprising depositories, exchanges, clearing agencies, and multiple intermediaries) is slow and inefficient, which results in long settlement times with the majority of settlements taking up to 2 days. In addition, most of this infrastructure exists only for publicly traded securities. Private securities issued under SEC exemptions do not have such infrastructure (except newly emerging ATS and transfer agents in the last 5 years). Under the SEC’s exempt offering framework, which includes Regulations CF, D/S, and A, about USD 1.5 trillion is raised each year (Ref: Capital Raising in the U.S.: An Analysis of Unregistered Offerings Using the Regulation D Exemption, 2009‐2012, and Report to Congress on Regulation A / Regulation D Performance, August 2020) in the United States. The private capital market is not only larger than the public capital market, but also it is growing at a faster pace. Recognizing this opportunity, Akemona has focused its technology on the tokenization of RWAs under the exempt offering framework of the SEC. Akemona’s tokenization protocol eliminates post-trade processing, speeds up settlement, and reduces the cost of raising capital.
Tokenized digital securities can be traded 24x7 and are settled immediately, providing full transparency of trade and pricing. In addition, issuers can issue dividends in the form of NFTs and utility tokens, which investors can redeem through the OnchainTA protocol, which became operational in 2024. The Akemona protocol enables borrowers and issuers to accept investments in any ERC-20 token of their choice (for example, TRU, TUSD, USDC, etc.). The tokenized securities issued by borrowers/issuers through the Akemona protocol have a minimum holding period depending on the regulations under which they are issued. After the holding period, investors may trade tokenized securities peer-to-peer through the whitelist of investors in compliance with the securities acts.
TrueFi is DeFi-centric and while the expertise of Akemona is on the TradFi side, lessons learned will easily carry over to DeFi and enhance the experience. Akemona’s expertise in TradFi complements TrueFi’s focus on DeFi. By leveraging Akemona’s institutional knowledge and proven smart-contract development, the experience from the TradFi world will enhance TrueFi’s DeFi and make the system safer while preserving its open and innovative nature. This collaboration with Akemona enables TrueFi to bridge the gap between traditional and decentralized finance without compromising the core principles of DeFi.
The Team
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Ravi Srivastava, CEO: Ravi conceptualized the Akemona platform as a regulated securities tokenization platform using smart contracts and blockchain technology. Ravi has extensive experience in corporate finance, technology, and the regulatory environment of financial markets. Before founding Akemona, Ravi was with Insurance (Travelers), Private Equity (Trident, Zenith), Healthcare (Kaiser Permanente), Technology (Dell), and Banking (Bank of America, Reserve Bank of India). Ravi Srivastava is based in Orange County, California.
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Brady Matthews, CTO: Brady Matthews, a co-founder, developed all the smart contracts for the Akemona and OnchainTA protocols. In addition, he defined the technology architecture of Akemona. He is recognized as the leading expert in blockchain technology in the United States. Brady has over 12 years of experience building complex enterprise applications on a broad range of software frameworks, platforms, and devices. Following agile methods, Brady has led large teams with on-shore and off-shore staffing to deliver high-quality web and mobile applications, scaled for millions of users (Accenture). Brady lives in Dallas, Texas.
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Marina Mataraga, Partner: Marina Mataraga, a co-founder, brings inspiration and deep thoughtfulness to our operations. She developed the original requirements of the Akemona smart contracts. Marina has contributed to Akemona on a part-time basis as needed. She is an industry-recognized leader in horizontal integration and problem-solving. Marina has experience in Healthcare, Finance/Banking, Manufacturing, and Retail. Marina has led a globalized product organization of 300+ people with sales and support to multiple customers with accountability to evolving federal regulations (Dell). Marina is based in Texas.
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Akash Patel, Lead Software Engineer: Akash has been working with Akemona 24x7 since the beginning. He is a highly trusted partner who brings a strong work ethic to software development. Akash stays ahead of the technology curve and makes sure that we have minimal to no technology debt. Akash has a deep understanding of the technology behind Akemona and OnchainTA and what makes it work. Whenever we are making enhancements and changes to the system, Akash provides valuable insights that make our processes better and faster. Akash is based in Gujarat, India.
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Divangi Barvaliya, Software Engineer: Divangi has contributed to Akemona full-time since the beginning. She distinguishes herself as a very methodical, process-oriented, and focused software engineer. Divangi deeply understands our systems, processes, code base, and business rules. She has implemented most of the business rules in the investor and borrower/issuer portals’ code base. Divangi lives near Toronto in Canada.
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Engineering Contractors: Akemona has contracted with engineers responsible for the early development of the Protocol. This experience will provide Akemona with the ability to quickly onramp into TrueFi’s tech stack and begin executing the product roadmap efficiently.
Why TrueFi? TrueFi has a successful record of making credit more accessible, transparent, and programmable by bringing debt infrastructure onchain. TrueFi has strong brand recognition across the crypto community. Akemona has developed a regulatory-compliant platform for the issuance of tokenized bonds, which TrueFi can leverage through its marketing outreach in the community. Using the Akemona platform, TrueFi is well-positioned to develop new lines of credit (LOC) products, which leverage the efficiency of blockchain technology and lower the cost of capital. Akemona and TrueFi partnership has the potential to position TrueFi to enter the institutional capital market in the United States and across the world.
4. TrueFi & Akemona Q4 2024 and Q1 2025
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Protocol enhancement I (Phase 1): The first phase of Akemona’s involvement with TrueFi will be to align with the Board and Community on a refreshed TrueFi product roadmap. The Wallfacer team proposed a very well thought out roadmap on June 6, 2024. We propose starting fresh with a Town Hall on October 1, 2024, where the Board, Community, and Akemona team can have an open discussion to whiteboard out proposed protocol improvements. We can begin the conversation with Wallfacer’s proposed improvements and then field additional proposals from the Community, before working with the Board to align on a draft TrueFi Product Roadmap through Q1 2025 for the Community’s consideration.
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Protocol enhancement II (Phase 2): Enhance the TrueFi website and protocol by integrating the Akemona software to create a TrueFi capability for borrowers/issuers to launch their own debt/equity security tokens for raising onchain funds under SEC Regulation D 506(c)* for lenders to make investments under the same regulations. Borrowers will be able to (1) create an offering, (2) accept investments using TRU, (3) if needed, collateralize the assets purchased from the funds raised, (4) pay back the principal and interest/dividends using TRU, (5) reward investors using utility tokens, which investors may exchange for TRU. Lenders will be able to loan funds to the borrowers using TRU. To achieve these goals, Akemona will integrate its white-label tokenization platform with the TrueFi website, so that it works seamlessly with the website. The Akemona tokenization platform manages the entire lifecycle of tokenized assets from issuance to redemption in compliance with SEC regulations. The addition of this capability will enable TrueFi to enter the largest capital market in the world and provide services to borrowers/issuers for a fee.
Akemona will provide “Test-the-Waters” capability to potential borrowers/issuers under SEC Reg CF on the TrueFi website. Under the current SEC regulations, an issuer intending to raise funds under Reg CF may use any platform to reach out to potential investors to record their intent to invest in the issuer’s future tokenized offering. Upon successful completion of the “Test-the-Waters” campaign, an issuer will have a reasonable forecast of how much they expect to raise from their onchain tokenized offering. To achieve success “Test-the-Waters” campaigns require significant outreach and marketing to potential investors. Akemona will bring its experience to guide the regulatory-compliant marketing of tokenized offerings. Potential borrowers/issuers do not have to decide the regulation under which they intend to raise funds before completing a “Test-the-Waters” campaign. Therefore, a “Test-the-Waters” could be a generic campaign.
Upon successful completion of a “Test-the-Waters” campaign, if a borrower/issuer wants to raise funds under Reg D/S by selling tokens to investors, they can do that on the TrueFi website. If the borrower/issuer decides to raise funds under Reg CF, Akemona will make its tokenization platform available to the borrower/issuer at cost, since fundraising under Reg CF requires the offering to be conducted on an SEC-registered funding portal.
Borrowers may use regulations D and CF for issuing long-term debt or lines of credit. Due diligence and underwriting for the issuance of debt could be performed by a debt underwriting company, like, Cicada Partners. For Reg CF, the funding portal is required to perform a reasonable review. However, Cicada Partners could provide additional due diligence on top of the reasonable review for the assessment of risk, which would act as a credit enhancement.
Expanding the TrueFi protocol to Reg CF may present intriguing opportunities. Reg CF tokens are the only tokenized securities that can be traded peer-to-peer among non-accredited investors after the holding period of one year. In addition, non-accredited/small investors from all over the world (excluding countries barred under the OFAC) may invest in Reg CF tokens issued under the laws of the United States. Private companies with scale, e.g., Substack, have been very successful with Reg CF. Real estate investments in the United States through Reg CF for non-accredited/small international investors could potentially offer protection of principal and growth. Similarly, a Reg CF offering could be used to create a whiskey fund, which could offer an excellent risk/return trade-off. Issuers are allowed to raise up to $5 million in 12 months under Reg CF by issuing debt, equity, membership interest, future revenue, and future equity.
TrueFi could charge a fixed fee of USD 5,000 to USD 25,000 from borrowers/issuers who use its services to issue and sell tokenized securities. The fee will depend on the platform services provided to a borrower/issuer. Under the regulations, TrueFi cannot charge a success-based fee or commission (for example 2% of the amount raised on the platform) from potential borrowers/issuers. Similarly, test-the-waters services could be priced at USD 1,000 to USD 1,500 depending on the support needed by a potential borrower/issuer. Potential borrowers/issuers may pay these fees in TRU.
*Akemona will provide its full suite of software, which includes Regulations D 506(c), 506(b), S, A, CF, and the Investment Companies 1940 Act. Initially, Reg D 506(c) may be most suitable. If necessary and legally feasible, Akemona will provide options to enable the issuance of unregulated or lightly regulated tokens in jurisdictions that allow such issuance.
- Protocol enhancement III (Phase 3): The other area, which may be of interest is the Investment Companies 1940 Act. We would propose to launch a tokenized mutual fund under the Investment Companies Act of 1940 to create a fund that invests in tokens launched under Protocol Enhancement I. Such a fund could allow accredited as well as non-accredited investors to invest in the expanded TrueFi protocol. The sale and distribution of these tokens will be onchain through the protocol. This fund will require registration with the SEC, which is time-consuming. However, it may be possible to partner with some companies that already have funds registered with the SEC to speed up the launch.
5. Akemona’s Mandate
Why use an external technology service provider? By providing a white-label platform Akemona’s regulated offering can help the TrueFi community enter the largest capital market in the United States with its RWA products within 4.5 months.
Audits of Akemona
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Highland Security audited Akemona smart contracts and the code base in September of 2023. No red flags were found. 24 risks were identified in the yellow (low to medium risk) category related to cloud services, network security, and smart contracts. We fixed 20 of those low to medium-risk issues. The remaining items are low priority, and not related to smart contracts.
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On October 20, 2022, the Securities and Exchange Commission (SEC) initiated an examination of OnchainTA. On December 7, 2022, the SEC identified four deficiencies. We resolved all those deficiencies by June 8, 2023, to the satisfaction of the SEC.
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On December 22, 2021, the SEC initiated an audit of Akemona. They closed the audit on December 30, 2021, with no comments.
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On August 17, 2021, FINRA initiated an examination of Akemona. They closed the examination on January 28, 2022, with minor comments.
Akemona’s Mandate. Launch the project at the beginning of October 2024 to deliver a seamlessly integrated SEC-compliant tokenization platform for the issuance of tokens to the TrueFi community by February 15, 2025.
6. Proposed Roadmap / Statement of Work through Q1 2025
Phase 1
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Product
- Align on a refreshed TrueFi Product Roadmap through Q1 2025. Based on Wallfacer’s most recent roadmap, these were the proposed initiatives:
- Index Vaults & ALOCs
- Multichain Expansion
- ALOC Dynamic interest curves
- UI/UX Improvements
- Website Improvements
- Community & Governance Improvements
- Align on a refreshed TrueFi Product Roadmap through Q1 2025. Based on Wallfacer’s most recent roadmap, these were the proposed initiatives:
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Execution
- KPI: Refresh and finalize TrueFi’s product roadmap on or before October 31, 2024.
- KPI: Set and publish monthly KPIs based on the final product roadmap on or before October 31, 2024.
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Phase 2
- Product
- Investor Portal (buy tokens and indicate interest in test-the-waters)
- Borrower Portal (launch offerings and test-the-waters campaigns)
- Admin Portal (manage offerings and test-the-waters campaigns)
- Transfer Agent Portal (This will require TrueFi to form an entity for registration with the SEC. Until then, OnchainTA can provide such services at cost between USD 1,500 and USD 3,000 per year per offering for supporting tokenized securities.)
- During the planning exercise, Akemona will obtain feedback for customizations from the community and develop a plan to implement that feedback.
- Execution
- KPI: Investor Portal integrated into a subdomain of TrueFi (e.g., invest.truefi.io) for investment in offerings using TrueFi ERC-20 tokens.
- KPI: Borrower Portal integrated into a subdomain of TrueFi (e.g., issue.truefi.io) to create tokenized offerings in the Investor Portal for investments
- KPI: Admin Portal integrated into a subdomain of TrueFi (e.g., admin.truefi.io) to manage offerings.
- Product
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Phase 3 (TBD in conjunction with the Community)
7. Funding
Itemized Budget
- Investor, Borrower/Issuer, and Admin Portals Service Fee: USD 25,000 per month (includes full support, ongoing maintenance, enhancements, and customization for TrueFi)
- Brady Matthews: USD 150 per hour, estimated: USD 24,000 per month - smart contract maintenance plus UI/UX of the TrueFi website and other online assets.
- Ravi Srivastava: 30 hours per week: USD 15,000 per month (includes support for new product and technology leadership and development, technology infrastructure, foundational work, regulatory analysis/compliance, community coordination, joint business development, etc.)
- Total: USD 64,000 per month (USD 448,000 for 7 months)
Terms
- USD 64,000 is payable at the start of the project.
- The remainder is payable monthly on the 1st of each month upon the presentation of an invoice by Akemona.
Ongoing Budget After the Initial Implementation
Investor, Borrower/Issuer, and Admin Portals Service Fee: USD 15,000 per month (includes full support, ongoing maintenance, enhancements, excludes customizations).
Customizations to Investor, Borrower/Issuer, and Admin Portals (if needed outside the regular release schedule): USD 125 per hour.
Brady Matthews: USD 150 per hour - smart contract maintenance plus UI/UX of the TrueFi website and other online assets owned by TrueFi (Any effort towards the customization of Investor, Borrower/Issuer, Admin Portals will be excluded from this, and charged under customizations at USD 125 per hour).
Ravi Srivastava: USD 125 per hour (includes support for new product and technology leadership, and development, technology infrastructure, foundational work, regulatory analysis/compliance, community coordination, joint business development, etc.)
Governance Steps
As the proposal does not fall under the simplified governance exemptions, the proposal will require the following steps:
- Forum Posting: A 72-hour posting period on the forum to allow the community to provide feedback.
- Snapshot Vote: A 48-hour Snapshot vote will be conducted with the options: “OK to vote on Tally,” “Not OK to vote on Tally,” and “Abstain.” At least 5% of staked TRU must participate in this Snapshot vote to meet the quorum.
- Amendment Period: If the 5% quorum is met, with a majority negative vote, a 72-hour period will follow to allow for any amendments or discussions before the proposal is posted to Tally.
- Tally Vote: Otherwise, the proposal will be posted to Tally for the final vote.