The 2022 amendments to the Uniform Commercial Code added Article 12 on Controllable Electronic Records (CERs). A token representing a trade-finance receivable qualifies as a CER when the issuer can evidence exclusive control via a private key or smart-contract mechanism. Possession equals perfection, giving noteholders the same priority as they would hold under a traditional negotiable instrument. On the securities side, Rule 144A allows private placement of tokenised notes to qualified institutional buyers, while Reg CF and Reg A+ Tier 2 open sub-USD 75 million annual issuance to retail. FINRA requires participating broker-dealers to file ATS approvals for DLT trading venues, but clearance and settlement can run on a permissioned chain so long as records mirror the transfer agent’s book.
| Investor Type | Federal Tax Result | Key Considerations |
|---|---|---|
| U.S. taxable | Interest taxed as ordinary income; OID amortised over life. | Token qualifies as “debt” if maturity < 5 yrs and fixed coupon. |
| U.S. tax-exempt (ERISA, foundations) | UBTI shielded if SPV is treated as a corporation. | Check-the-box election for SPV typically recommended. |
| Non-U.S. investors | Zero withholding if note is “registered obligation” under 1.871-14. | Token registry + transfer-agent mirror meets “registration” test. |
| Week | Milestone | Outputs |
|---|---|---|
| 1 | Feasibility | Collateral audit, legal-entity chart, token-economics outline. |
| 2–3 | Smart-contract build | ERC-1400 code, audit, test-net mint. |
| 4 | Reg documentation | PPM, investor reps, UCC assignment filings. |
| 5–6 | Investor roadshow | Deck, data room, whitelist onboarding. |
| 7 | Closing | Wire to custodian, token mint, collateral funding. |
Ready to unlock liquidity and broaden investor reach with tokenised trade-finance notes? Financely structures the SPV, code, legal and investor syndication—delivering capital-markets execution on-chain in just seven weeks.
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Tap into solutions like letters of credit, bank guarantees, and payment facilitation. We address the challenge of global transaction risk through structured strategies that foster cross-border growth. Complete the form to unlock streamlined funding aligned with your commercial objectives.
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Disclaimer: Financely provides financing based on due diligence and feasibility. Approval is not guaranteed, and past performance does not predict future outcomes. All terms are subject to review. Financely primarily assists with structuring and distribution. Qualified parties carry out the project if the client approves the proposal.
Financely advises growth-focused businesses on accessing capital by introducing their opportunities to professional investors. Financely is not a securities broker or dealer. Where appropriate, engagements are coordinated with regulated broker-dealers, investment banks, legal counsel, and other specialists.
Financely does not solicit, offer, or accept orders to buy or sell securities and makes no assurance regarding capital-raising outcomes.
Services are strictly business-to-business. Financely does not provide personal finance, consumer credit, or retail advisory services.
Advisory services are reserved for post-revenue companies that recognize the time and resources required for professional underwriting.
All mandates start with an RFQ. We review submissions, issue a brief Go/No-Go memo, and where bankable, release a Term Sheet that leads to funding. We arrange capital across Senior Secured, Unitranche, Second Lien/Mezzanine, Preferred Equity, and Gap Solutions. We do not process deals by email or chat.
Letters of Credit, Standby LCs, Confirmations, Receivables Finance, and Inventory Lines with control.
Funding arranged for trade flows with instruments sized to your cycle and aligned to delivery and settlement.
Move forward to secure working capital and keep goods moving. Submit the RFQ to start underwriting for funding.
Limited or non-recourse structures for energy and infrastructure with lender-ready materials.
Funding solutions aligned to project cash flows with credible covenants and conditions to reach notice to proceed.
Advance the file to termable status. Submit the RFQ so we can underwrite and secure funding.
Debt and Preferred solutions anchored on cash flow, Quality of Earnings, and clear closing mechanics.
Funding across senior, unitranche, and preferred to match stable cash flows and acquisition timelines.
Get financed on workable terms for closing. Submit the RFQ to start underwriting.
Acquisition, development, bridge, and refinance with lender-ready packs and third-party reports managed.
Funding calibrated to DSCR, leverage, and tenancy with terms designed to close.
Move to a financeable package. Submit the RFQ to initiate underwriting for funding.
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Financely Inc. (“Financely”) provides corporate-finance advice and is wholly owned by Aurora Bay Trust, a trust formed under Bahamian law, together with its authorized affiliates. Depending on deal structure, jurisdiction, and local rules, engagements may be carried out through Financely Group LLC, a non-deposit-taking, non-banking financial company; Ashford Capital Advisory LLC; or another related entity.
Financely and its affiliates are not registered as securities broker-dealers and do not execute securities transactions or hold client funds or securities. When a mandate involves the purchase or sale of securities and a registered intermediary is required, any orders are introduced to and executed by one or more independent U.S. broker-dealers registered with the SEC and FINRA. Those broker-dealers are solely responsible for trade execution, custody, and related regulatory obligations. Nothing in this material constitutes an offer, solicitation, or recommendation to buy or sell any security or to engage in any specific transaction. Before engaging Financely Group LLC, Ashford Capital Advisory LLC, or any affiliate, you are responsible for confirming that such engagement complies with your own legal, regulatory, tax, and other requirements. In the United States, certain advisory activities may be conducted in reliance on exemptions available under the Investment Advisers Act of 1940, including the “foreign private adviser” exemption where applicable. Our services and regulatory status may vary by jurisdiction and by transaction type.
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