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Tokenized real-world assets

DeedFlow Royalty Revenue Bonds, Series 2026

Not approved The evidence weighs against it

Review open since 2026-09-26: Open item: Re-read the deedflow-royalty-bonds eligibility file: its issuer documents changed. A draft revision dated 2026-09-26 is under audit. The verdict stands until the review closes.

Verdict
Not approved
The evidence weighs against it
Who can freeze it
Not graded
Withdrawals
Holders have no redemption right.
Reviewed
2026-09-25
Researched memo

Summary

Ketju does not approve DeedFlow Royalty Revenue Bonds: the SEC had not qualified the offering on 2026-09-25, so DeedFlow cannot sell a Bond, and the 8% coupon depends on a royalty stream that does not yet exist. DeedFlow, Inc. is a Delaware corporation formed on 3 June 2026 in Highland, Utah. It buys houses at tax deed and tax lien auctions, fixes them and sells them. It filed to sell up to 2,500,000 Bonds at $10 each under Regulation A Tier 2, $25 million in all, with no minimum raise. The issuer has one full-time employee and $31,225 of assets. It owns three unrenovated houses bought for $151,769. It owes $189,800 of bridge notes that rank ahead of the Bonds, and $89,800 of that is owed to its chief executive. The transfer agent, T7X, keeps the only record of ownership off chain and holds every token in its own wallet. Ketju will review the Bonds again when the SEC qualifies the offering and DeedFlow reports its first sales.

Research

How it works

The circular calls each Bond “a direct, general corporate obligation of DeedFlow, Inc.” at $10.00 par, due ten years from issuance. The Bond is unsecured. It pays an 8% a year Priority Return, Actual/360, quarterly in arrears, but only “to the extent of available Royalty Pool funds.” The pool takes 5% of the gross sale price of every house DeedFlow sells. It also takes 10% of the interest and penalty income on every tax lien redeemed. Both apply whether or not offering money bought the asset.

In year 1, an escrow of about 8% of gross proceeds, $2 million at a full raise, adds to the pool. The escrow does not extend to year 2. Whatever the pool cannot pay accrues as Accrued Shortfall at 8% compounded. It falls due at maturity as an unconditional obligation. Any pool balance left after the Priority Return goes to holders pro rata.

The bondholders’ trustee, not yet named, gets a first lien on the pool account and the rights that feed it, and nothing else. DeedFlow has pledged the houses to senior lenders. DeedFlow may not call the Bonds in years 1 to 3. It may call them at 125% of par in years 4 and 5, at 110% in years 6 and 7, and at par from year 8. The indenture is not qualified under the Trust Indenture Act; DeedFlow relies on the Regulation A exemption in section 304(a)(8). Holders have no vote except a two-thirds consent to material amendments. The company may list the Bonds on an ATS without asking them.

The token

The circular spends many pages on what the Bond Token is not. T7X Equity, Inc. keeps the Master Securityholder File on “a private, off-chain database.” The indenture (section 2.06) makes that file “the sole official record of ownership of the Bonds for all purposes under this Indenture in all cases and circumstances, notwithstanding the existence of any Token or other blockchain-based record.” After DeedFlow registers a Bond, T7X may mint a Bond Token on the Trusted Smart Chain. The circular calls it “solely a non-negotiable administrative blockchain index entry.” Every token stays in T7X’s omnibus wallet, which signs through DFNS multi-party computation.

The holder gets a portal login, a Persona identity check and a Nomyx digital ID. The ID is “not a custodial wallet, holds no Tokens, and does not grant the investor any private key.” The holder therefore never touches the token. A transfer happens when both sides instruct T7X and T7X registers the buyer; T7X updates the chain afterwards. T7X reconciles the chain to its file daily.

Who controls it

T7X can “freeze the Tokens or block any transactions on blockchain” on a regulator’s or court’s order. The contract is “a permissioned extension of the ERC-20 standards” with ERC-725 and ERC-734 identity records. DeedFlow has published no address, and no contract can exist before qualification. The transfer agent agreement (exhibit 4.2) lets T7X mint, burn and move tokens between wallets. One director, Tom Truong, has been a “Titan Contributor” to the Trusted Smart Chain since 2025. The board has not reviewed what he is paid for that role or decided whether he should recuse himself.

Eligibility

This is a Tier 2 offering, so federal law preempts state review, and any US investor may buy. Accredited investors may buy without limit. Everyone else may buy up to “10% of the greater of their annual income or net worth.” The minimum is 250 Bonds, $2,500, then $10 at a time. Buyers pay by ACH, wire or check through the T7X platform. DeedFlow may reject any subscriber and any foreign investor. The cover text says in capitals that the 8% return “IS NOT GUARANTEED.”

Withdrawals

Holders have no redemption right. A holder can sell before maturity only through the transfer agent, to a buyer that T7X approves. There is no secondary market, and DeedFlow has engaged no ATS. Because there is no minimum raise, DeedFlow can spend the first dollar it takes, after it sets aside about 8% for the year 1 escrow. The bridge note holders, including the chief executive, may convert $189,800 of principal, 10% interest and a 10% fee into Bonds at the same $10, without paying cash.

Size and holdings

EDGAR shows two filings for CIK 2143384: the Form 1-A of 14 August 2026 and the amendment of 22 September 2026, file 024-12804. There is no qualification notice. The circular states: “No sales of Bonds will be made prior to the qualification of the Offering Statement.” The SEC may still comment on a filed offering statement.

The cover data reports one full-time and one part-time employee, $31,225 of total assets and $29,800 of liabilities. It reports a net loss of $8,775 for the period to 30 June 2026. Since then, DeedFlow says, it bought three houses in South Carolina for $151,769. It expects to spend about $180,000 to fix them for sale in 2027. Wahl Street Accountancy Corporation is the auditor.

T7X registered as a transfer agent on 21 November 2025 under file 084-07033 and reports no accounts yet. It changed its name to T7X Equities, Inc. in August 2026. DeedFlow’s own count for 20 September 2026 gives the Trusted Smart Chain, launched in 2024, thirteen validators. It gives about 3.89 million TSC worth $16.26 each and $1,905 of daily trading volume.

Comparison

Ketju compares DeedFlow with the registered and Reg A debt it has already reviewed, YLDS above all. YLDS is a face-amount certificate of a company with $557 million of reserves. It has a stated rate, holders can surrender it at any time, and the holder can hold and move the token. DeedFlow offers an unrated ten-year bond of a three-month-old company with no revenue. The coupon comes only from a royalty stream that does not yet exist. The holder cannot sell before maturity, and the token exists only in the transfer agent’s wallet.

The main reason for the verdict is that the SEC has not qualified the offering, so DeedFlow cannot sell a Bond. Ketju will review the Bonds again when the SEC qualifies the offering statement and DeedFlow reports its first sales on Form 1-U or 1-K. We will then read the contract if we can reach the Trusted Smart Chain. We did not assess whether a given client may hold the Bonds, because nobody can buy them yet.

Sources

Each claim above comes from one of these sources. Where Ketju could not verify a number, the memo states that.

The asset and the chain

This memo covers the protocol. A position also holds an asset and settles on a chain. Whichever of the three holds the most power over the position decides who can freeze it. These tables describe control and do not judge quality.

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