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Tokenized real-world assets

Dinari dShares

Not approved The evidence weighs against it

Review open since 2026-09-30: A published event names JAAA: Aave Risk Steward proposes v3 cap and interest-rate changes. Ketju last checked the trigger on 2026-10-19. The verdict stands until the review closes.

Verdict
Not approved
The evidence weighs against it
Who can freeze it
Issuer can freeze
JAAA is tokenized exposure to Janus Henderson’s AAA CLO fund. It carries credit risk and issuer control, and despite its rating it is not a cash equivalent.
Withdrawals
A holder sells by placing a sell order.
Reviewed
2026-09-30
Researched memo

Summary

Ketju does not approve Dinari dShares: the global token is closed to US persons and gives no ownership of the share, and the US brokerage route has conflicting transfer terms. Dinari sells two different things under one name. Dinari, Inc. sells the tokens on Arbitrum, Base, Ethereum and Plume under its December 26, 2025 terms. Those terms rely on Regulation S: the United States is first on the list of excluded jurisdictions, and every buyer certifies it is not a US person. The holder has no right or title to the share. It has ”a claim to the value” of the share and a contractual put that makes Dinari sell the share and pay out in a dollar stablecoin. Under the SEC staff statement of January 28, 2026, that is a synthetic tokenized security. The second product is a brokerage account at Dinari Securities, LLC, an introducing broker-dealer (CRD 329672) that clears through Alpaca Securities. There the client owns an ordinary security entitlement at Alpaca, covered by SIPC, and the token mirrors the position. Its Form CRS says the token can move to a wallet the customer controls; the partner guide bars transfers and DeFi. We verified no allowlist of US recipients. Its audited statement shows no customer accounts at December 31, 2025 and total assets of $251,516. On-chain the program is small: 810 dShare contracts on four chains, worth about $16 million at Dinari’s own quotes on September 23, 2026.

Changes

2026-09-30The memo said the US token cannot move. The Form CRS says it can move to a wallet the customer controls, while the partner guide still says it cannot transfer. This revision corrects that claim and records the transfer and exit limits. The rejection remains. The prior memo

Research

How it works

Dinari, Inc. sells dShares under its Terms and Conditions revised December 26, 2025. A buyer sets a dollar amount. Dinari prices the token from a feed such as Nasdaq or Polygon.io, buys the underlying stock or ETF, and only then mints the token (Section 3.7). Dinari’s docs show the order path: Alpaca fills the order, and only a filled order mints or burns a dShare. The shares are credited to accounts ”in the name of Dinari (or an affiliated company) for the benefit of the Token program,” and today sit in a Bermuda segregated accounts company.

The holder’s claim is narrow. Section 4.6(a) says the holder has no ”claim of right or title to the actual Underlying Asset” but a claim to its value when sold. Section 6.8 says the repurchase ”is a contractual put right” that confers no equity, redemption or ownership interest in Dinari or the underlying, and that title ”shall remain with the Company.” Dinari keeps the vote and is the holder of record (Section 4.6(d)). Dinari handles splits by minting or burning. Dividends arrive in a dollar stablecoin after Dinari deducts ”a portion” for its services. The terms say Dinari makes no payment under $1.00 per customer. The docs say dShare holders are paid in USD+, Dinari’s own rebasing token, with a $0.10 floor. If Dinari stops operating, Annex 5 has an independent segregated account representative repurchase every token by a wind-down date and send the proceeds to holders’ wallets.

The SEC staff statement of January 28, 2026 sorts third-party tokens into two kinds. A custodial token ”evidences the holder’s ownership interest (whether direct or indirect) in the underlying security being held in custody.” A synthetic one is a ”linked security” the third party issues, which ”confers no rights or benefits from the issuer of the referenced security.” Dinari’s terms disclaim any ownership interest, so the global dShare is third-party synthetic, backed one for one by shares Dinari owns. The dinari.com page (”dShares aren’t like stocks. They are stocks.”) contradicts the contract the buyer signs. The terms control.

Eligibility

Section 7.1(f) and (g) of the terms elect Regulation S and make every buyer certify it is not a US person. The Excluded Jurisdiction definition begins with the United States and its territories and adds Canada, North Korea, Cuba, Syria, Iran, Sudan, Crimea and FATF-listed countries. The docs list about 30 unsupported countries, some of them the same. Each token is deemed to bear a legend barring transfer to a US person absent an exemption, and the docs say Dinari ”will refuse to effect or transfer any Product made to any U.S. person.” Under the terms’ opening notice, any purchase that breaks these limits is void.

Most buyers reach Dinari through partners. The terms define Distributors, which place tokens in end users’ wallets, and Aggregators, which hold tokens for third parties. Section 2.4 makes the partner responsible for KYC unless it pays Dinari to do it, and only holders that pass KYC may ask Dinari to repurchase. Partner API access starts at $2,000 a month. No purchase minimum appears in the terms or the docs.

Withdrawals

A holder sells by placing a sell order. Dinari sells the underlying ”on the first available date” it can, in regular or extended hours. The repurchase price is the sale price less third-party trading costs and Dinari’s posted fees (Sections 6.1 to 6.3). At completion Dinari burns the tokens and pays in a dollar stablecoin such as USDC or USDT (Sections 3.1 and 6.4). The flat network fee is $0.20 an order on the L2s, and gas on Ethereum. Dinari may set minimum and maximum sizes and limits on frequency. It may defer settlement pro rata when paying at once would break the law, a transfer restriction, or the orderly sale of the shares (Section 6.6). A market disruption also delays the sale (Section 6.7). Payment depends on sanctions and KYC compliance and on tax forms (Section 6.5).

Outside the issuer, few buyers exist. Dinari runs a weekend session for limit orders in a small set of tickers, and wrapped dShares trade on Hyperliquid’s HyperCore order book. A holder who cannot pass Dinari’s KYC cannot sell back to the issuer at all.

Who controls it

Dinari publishes its contract source. Each dShare is a beacon proxy created by a DShareFactory on each chain. The published DShare code gives an admin the power to rename the token, change the split factor and swap the transfer restrictor. Holders of MINTER_ROLE and BURNER_ROLE control the supply. Every transfer calls the TransferRestrictor, where a RESTRICTOR_ROLE can blacklist an address so it ”cannot send or receive tokens.” In the published source, burnFrom needs the holder’s allowance, so the code shows no forced burn. Newer dShares bridge through LayerZero and may run later code, so the deployed contracts must be read on-chain.

Size and holdings

On September 23, 2026 we read the factories’ DShareAdded events: 251 dShares on Arbitrum, 247 on Base, 161 on Ethereum and 151 on Plume. Priced at Dinari’s own quotes, their supply was worth about $13.0 million on Arbitrum, $1.4 million on Base, $1.8 million on Ethereum and $10,000 on Plume. The largest were USFR on Arbitrum (109,149 tokens, about $5.5 million) and JAAA on Ethereum (35,506 tokens, about $1.8 million). Those two bond ETF tokens made up nearly half. MSTR, NVDA, STRC, NKE, TSLA and ASST on Arbitrum followed. The docs also list Avalanche and HyperEVM. We found no published factory address for those and did not count them. Dinari ended Blast support on April 20, 2026 and moved the tokens to Arbitrum. Tokens left on Kinto after its September 30, 2025 shutdown are ”not guaranteed.”

US brokerage account

Dinari Securities, LLC is a Delaware subsidiary organized December 5, 2023. The SEC approved it as an introducing broker-dealer on June 20, 2025 (SEC 8-71215). It is a FINRA member registered in 53 jurisdictions with no disclosures. It clears through Alpaca Securities, which holds the securities under Rule 15c3-3. Its Form CRS, effective August 31, 2026, says the platform ”reflects your equity positions as blockchain-recorded tokens” and calls the dShare ”a secondary record keeping token.” It offers only these proprietary products, with no account minimum.

The brokerage agreement sets account and withdrawal terms but states no allowlist of token wallets. Part I Section 1 says Part II governs brokerage services, and Part II Section 1 gives accepted supplemental terms for a service priority. Section 20 bars in-kind transfers of fractional shares and requires a sale and a wire of the proceeds. The CRS says dShares can move to a self-custody wallet the customer controls and lists possible transfer costs. It does not grant transfers to other holders. That conflicts with the US guide (docs.dinari.com/docs/us). We verified no supplement on wallet transfers. Dinari’s partner guide says US tokens are ”non-transferrable,” are issued only to one dedicated wallet per verified account, and are funded by ACH or USDC through Circle.

Under the SEC’s categories this is a custodial model with an off-chain record: the client owns a security entitlement at Alpaca, and the token mirrors it. The account holder must be a US resident and the sole owner, and must use the account for ”personal, non-business, non-commercial use.” Third-party representatives need the firm’s consent. The firm’s audited X-17A-5 for 2025 reports no customer accounts, $251,516 in total assets, and a parent that was raising SAFE money. The CRS wallet disclosure does not show that US customers can sell to other buyers on a secondary market.

Deployed contract

The source on Dinari’s GitHub requires a holder’s approval to burn. The deployed implementation we read on 2026-09-23 does not. Its verified source (Sourcify, Arbitrum implementation 0xf971cd25…) defines burnFrom(address, uint256) as callable only by TOKEN_OPERATOR_ROLE, with no allowance. It overrides transferFrom so that an address with that role can move any holder’s tokens without approval. A single key owns the beacon that points every dShare at its implementation, so the code itself can change with no delay. At Arbitrum block 510472741 the sampled USFR beacon still points to that implementation. Its ordinary transfers call phase-2 rules at the access-control contract, while the operator role skips the check. The interface tracks registration, restriction, block and whitelist flags. That differs from the old GitHub source, which checks only a blacklist. The live rule facet had no verified source at Sourcify or Blockscout. We verified no flags on US customer wallets and no full allowlist of recipients. A read-only check let address 1 send to address 2, and address 1 had no flags. That does not prove a US customer may transfer. Ketju’s eligibility file for Dinari records the reading.

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.

ChainVerdictFreezeWhat it can do
Arbitrum OneApproved with limits Mixed control a single sequencer orders more than 99% of transactions, and admin keys can upgrade bridge contracts on a timelock of about 7 days.
BaseApproved with limits Mixed control Coinbase, one regulated US company, operates the only sequencer, and admin keys can upgrade bridge contracts within about 7 days.
EthereumApproved No freeze key Ethereum has no sequencer, no upgrade key and no operator who can be compelled to act; rule changes require social consensus.
AvalancheApproved with limits Governed, no freeze no party can freeze or seize C-Chain funds, but one vendor writes the only production client and Messari measured over a third of stake hosted on AWS.
Hyperliquid / HyperEVMNot approved Issuer can freeze the same 21 permissioned validators operate both the chain and its bridge.
AssetFreezeWho can freeze it
JAAA Issuer can freeze JAAA is tokenized exposure to Janus Henderson’s AAA CLO fund. It carries credit risk and issuer control, and despite its rating it is not a cash equivalent.
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