DeedFlow Royalty Revenue Bonds, Series 2026

Research, firm shelf, model-client eligibility, and advisor selection are recorded separately. The scheduled date is the outside bound; new evidence can reopen the file sooner.

DeedFlow, Inc. is a Delaware corporation formed on 3 June 2026 in Highland, Utah, to buy houses at tax deed and tax lien auctions, fix them, and sell them. It filed a Form 1-A on 14 August 2026 and an amendment on 22 September 2026 to sell up to 2,500,000 Royalty Revenue Bonds at $10 each under Regulation A Tier 2, $25 million in all, with no minimum raise. A Bond is an unsecured ten-year debt of the company paying an 8% a year Priority Return only when a Royalty Pool, fed by 5% of each house sale and 10% of lien interest, has the money; what it cannot pay accrues at 8% and falls due at maturity. The transfer agent, T7X, keeps the only record of ownership off chain and holds every “Bond Token” in its own wallet on the Trusted Smart Chain. The holder never touches the token. Anyone may buy once the SEC qualifies the offering: accredited investors without limit, others up to 10% of the greater of income or net worth. The minimum is $2,500. There is no way out before maturity except a sale through the transfer agent to a buyer it approves, and no market exists. The assessment is adverse and the program is rejected. The SEC had not qualified the offering on 2026-09-25, so nothing can be sold. The issuer has one full-time employee, $31,225 of assets, three unrenovated houses bought for $151,769, and $189,800 of bridge notes senior to the Bonds, $89,800 of them owed to its chief executive. The 8% coupon depends on a royalty stream that does not yet exist. The token adds nothing a holder can use: it sits in the agent’s wallet on a chain with thirteen validators and $1,905 of daily trading in its coin. The rejection reopens when the SEC qualifies the offering and DeedFlow reports its first sales.

Research triggers: events that reopen the assessment or shelf decision
• The SEC qualifies the offering statement (file 024-12804) and DeedFlow reports its first sales
• DeedFlow publishes the T7X contract address and Ketju’s reader can read the Trusted Smart Chain
• DeedFlow names a bank or trust company as trustee
• The Bonds list on an ATS or holders may hold tokens in their own wallets

The research file

What a Bond is

The circular calls each Bond “a direct, general corporate obligation of DeedFlow, Inc.” at $10.00 par, due ten years from issuance. 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 and 10% of the interest and penalty income on every tax lien redeemed, 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, tops up the pool; it does not extend to year 2. Whatever the pool cannot pay accrues as Accrued Shortfall at 8% compounded and 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: the houses are pledged to senior lenders. DeedFlow may not call the Bonds in years 1 to 3; it may call at 125% of par in years 4 and 5, 110% in years 6 and 7, and par from year 8. The indenture is not qualified under the Trust Indenture Act; it relies on the Regulation A exemption in section 304(a)(8). Holders have no vote except two-thirds consent to material amendments, and the company may list the Bonds on an ATS without asking them.

What the token is

The circular spends many pages saying what the Bond Token is not. T7X Equity, Inc. keeps the Master Securityholder File on “a private, off-chain database,” and 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 a Bond is registered, T7X may mint a Bond Token, “solely a non-negotiable administrative blockchain index entry,” on the Trusted Smart Chain. Every token stays in T7X’s omnibus wallet, signed through DFNS multi-party computation. The holder gets a portal login, a Persona identity check, and a Nomyx digital ID that is “not a custodial wallet, holds no Tokens, and does not grant the investor any private key.” A transfer happens when both sides instruct T7X and T7X registers the buyer; the chain is updated afterwards. T7X reconciles chain to file daily and 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; no address is published, and none 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 it or decided whether that needs recusal.

Who may buy and on what terms

This is a Tier 2 offering, so state review is preempted and any US investor may buy: accredited investors without limit, and everyone else 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. Money goes in by ACH, wire, or check through the T7X platform; DeedFlow may reject any subscriber and any foreign investor. Because there is no minimum raise, DeedFlow can spend the first dollar it takes, after setting aside about 8% for the year 1 escrow. There is no redemption right, no secondary market, no ATS engaged, and 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. The cover text says in capitals that the 8% return “IS NOT GUARANTEED.”

Status of the offering and the issuer

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, and the circular says “No sales of Bonds will be made prior to the qualification of the Offering Statement.” A filed offering statement is a draft the SEC may still comment on. The cover data reports one full-time and one part-time employee, $31,225 of total assets, $29,800 of liabilities, and 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 and expects to spend about $180,000 fixing them for sale in 2027. The auditor is Wahl Street Accountancy Corporation. T7X registered as a transfer agent on 21 November 2025 under file 084-07033, reports no accounts yet, and changed its name to T7X Equities, Inc. in August 2026. The Trusted Smart Chain, launched in 2024, had thirteen validators, about 3.89 million TSC worth $16.26 each, and $1,905 of daily trading volume on 20 September 2026, by DeedFlow’s own count.

Comparison and decision

The comparison is with the registered and Reg A debt already on file here, YLDS above all: a face-amount certificate of a company with $557 million of reserves, a stated rate, surrender at any time, and a token the holder can hold and move. DeedFlow offers an unrated ten-year bond of a three-month-old company with no revenue, a coupon paid only from a royalty stream that does not yet exist, no exit before maturity, and a token that exists only in the transfer agent’s wallet. The assessment is adverse; the program is rejected and research-only. The standing fact that decides is that the offering is not qualified: no Bond can be sold. The rejection is reopened when the SEC qualifies the offering statement and DeedFlow reports its first sales on Form 1-U or 1-K; the file then reads the contract if the reader can reach the Trusted Smart Chain. Model clients are not assessed, because the question does not arise for a security that cannot yet be sold.

Sources

The claims above trace to these. Where a number could not be independently verified, the thesis says so.

• SEC EDGAR: DeedFlow, Inc. Form 1-A/A offering circular (filed 2026-09-22) · primary · accessed 2026-09-25
  Supports: not qualified, Tier 2, no minimum raise, $10 par, $25M, $2,500 minimum, 10% non-accredited limit, 8% Priority Return from the Royalty Pool, Accrued Shortfall, ten-year maturity and calls, Royalty Pool percentages, year 1 escrow, T7X as transfer and payment agent, omnibus wallet and DFNS, Trusted Smart Chain figures, Truong as Titan Contributor, bridge notes and conversion, employees and losses, South Carolina houses
• SEC EDGAR: Exhibit 3.1, Indenture (form) · primary · accessed 2026-09-25
  Supports: section 2.06 file governs, section 2.07 tokens in the omnibus wallet, section 2.09 ATS at issuer election, Trust Indenture Act exemption
• SEC EDGAR: Exhibit 4.2, Issuer Administration and Transfer Agent Services Agreement with T7X Equity, Inc. · primary · accessed 2026-09-25
  Supports: T7X may mint, burn, and move tokens, Wyoming corporation, registered transfer agent
• SEC EDGAR: DeedFlow Form 1-A/A cover data (primary_doc.xml) · primary · accessed 2026-09-25
  Supports: file 024-12804, employees, total assets $31,225, net income -$8,775, auditor
• SEC EDGAR: DeedFlow filing list (CIK 2143384) · primary · accessed 2026-09-25
  Supports: 1-A on 2026-08-14, 1-A/A on 2026-09-22, no qualification notice
• SEC EDGAR: T7X Equities, Inc. Form TA-1/A (filed 2026-08-18) · primary · accessed 2026-09-25
  Supports: file 084-07033, formerly T7X Equity, Inc.

Inherited controls

The research above describes the protocol layer. Every position also inherits the asset it holds and the chain it settles on. The most administered layer sets the position’s effective control grade; that is a control description, not a quality or suitability score.