Regulatory Alerts2024-11-18 | 9852NexBridge USTBL Digital Asset Registration Information Document
NexBridge Digital Financial Solutions S.A. de C.V., registered with El Salvador's CNAD, has issued USTBL, a digital asset providing exposure to short-term US Treasury bonds via the iShares $ Treasury Bond 0-1yr UCITS ETF. The offering, facilitated by Bitfinex Securities El Salvador S.A. de C.V., allows subscriptions in USD, BTC, and stablecoins with an initial issuance range of USD 30 million to USD 200 million. The asset operates on the Liquid Network layer-2 blockchain, featuring dynamic subscription and redemption mechanisms while maintaining custody at Capital Union Bank.
https://ustbl.io (issuance website) https://nexbridge.io (issuer website) 1 Av. Las Magnolia, 206. Edificio Insigne, Level 11, Office No. 1107 San Salvador, El Salvador Av. Las Magnolia, 206. Edificio Insigne, Level 11, Office No. 1107 San Salvador, El Salvador Av. Las Magnolia, 206. Edificio Insigne, Level 11, Office No. 1107 San Salvador, El Salvador Av. Las Magnolia, 206. Edificio Insigne, Level 11, Office No. 1107 San Salvador, El Salvador
UNDERLYING ISIN: IE00BGSF1X88 TICKER SYMBOL: $USTBL V.1.0 AUGUST 2024 USTBL DIGITAL ASSET VALUATION - USDT Av. Las Magnolias, 206. Edificio Insigne, Level 11, Office No. 1107 San Salvador, El Salvador NexBridge Digital Financial Solutions S.A de C.V.
https://ustbl.io (issuance website) https://nexbridge.io (issuer website) 2
- SUMMARY USTBL provides exposure to short-term US dollar-denominated government bonds issued by the US Treasury, with residual maturities between zero and one year, through the iShares $ Treasury Bond 0-1yr UCITS ETF, a publicly traded ETF with ISIN code IE00BGSF1X88. As of the date of issuance of this RID, the ETF's yield to maturity is 5.02% per annum with an average residual maturity of open positions of 0.34 years. The prospectus, PRIIP KID, and updated fact sheet of the underlying asset are available free of charge on the issuer's website at the following address: iShares $ Treasury Bond 0-1yr UCITS ETF (the PRIIP KID, fact sheet, and prospectus risk factors are included in this RID as Appendix II, Appendix III, and Appendix IV, respectively). The primary market placement of USTBL will be executed by Bitfinex Securities El Salvador S.A. de C.V. (Registration No. PSAD-0001, https://www.bitfinex.com/securities), which will also provide support for the secondary market. The issuance limits for USTBL are set at a minimum of USD 30 million and a maximum of USD 200 million. When the maximum amount is reached, the Issuer will evaluate the opportunity to increase the upper issuance limit in compliance with the legal and regulatory framework of El Salvador. The USTBL offering is flexible, allowing increases or decreases in response to market demand, within the limits defined in this Relevant Information Document (RID). The product can be subscribed in the following currencies: US dollars, BTC, and USD stablecoins available on the PSAD platform. NexBridge Digital Financial Solutions S.A. de C.V. is a digital product issuer, constituted on 25/08/2023 in San Salvador and duly registered in the CNAD Issuers Registry on September 12, 2024, with approval letter No. CNAD-CD-216-2024 and registration number EAD-0005. This issuance has been approved and registered in the CNAD issuances registry with the following registration number: AD-00004. This Relevant Information Document (RID) was drafted in August 2024 and is accessible on the issuer's website (https://nexbridge.io) and the USTBL issuance website (https://ustbl.io/) or through the PSAD platform.
https://ustbl.io/ (issuance website) https://nexbridge.io (issuer website) 3 Key Issuance Features Type of Offer Public Digital Asset Offer Public offer of economic rights Token Ticker USTBL Underlying Assets US Treasury Bond ETF (ISIN code IE00BGSF1X88) For more detailed information, please refer to the publicly available information and documentation at iShares $ Treasury Bond 0-1yr UCITS ETF | IB01. The PRIIP KID, fact sheet, and prospectus risk factors of the underlying asset are included in this RID as Appendix II, Appendix III, and Appendix IV, respectively. Additionally, up to 2% of the underlying assets will be held in US dollars or USD stablecoins for operational purposes. Token Unit Each token represents a proportional share of the Assets Under Management, which consists mainly of the underlying assets minus operational costs. Information on the token value calculation can be found in Section 5 of the RID. Trading Currency US dollars, BTC, and USD stablecoins available on the PSAD platform. Token Owner Rights USTBL token holders have a contractual right to a proportional share of the redemption value of the underlying assets held in the issuer's segregated USTBL accounts. Total Initial Issuance Amount Minimum: USD 30,000,000 Maximum: USD 200,000,000 Number of Tokens to be Issued at Issuance Minimum: 30,000,000 Maximum: 200,000,000 Token Issuance Price During the initial subscription period, the USTBL token will be subscribed at USD 1. After this period, the purchase price of the token will adjust to its current net asset value, which varies according to the performance of the underlying assets. Initial subscription price: USD 1 Additional subscription window price: PUSTBL -1 plus a margin to account for the time difference between subscription and NAV calculation.
https://ustbl.io/ (issuance website) https://nexbridge.io (issuer website) 4 Dynamic subscription price: Market Price Subscription Period Starts From: November 19, 2024 and will last ten days. Additional Subscription Window: The start and end dates will be defined by the issuer for each window and communicated in advance, respectively on the PSAD platform and the issuer's website. Dynamic Subscription: Subscription will remain open after the secondary market, through the order book of authorized participants. The list of PSADs offering the dynamic subscription opportunity is found on the issuance and issuer websites. Redemption Tokens are redeemable: • When the underlying assets are no longer available. • Dynamic Redemption: through the order book of authorized participants. • Additionally, the issuer and/or the PSAD may manage token redemption through a defined procedure, each with its own terms and conditions. Redemption will be permitted 3 months after the termination of the initial subscription period. Redemption procedures are implemented to ensure liquidity and provide a clear exit strategy for investors. For more information, see section 8 "Public Offer Characteristics" of this RID. The list of PSADs offering the dynamic subscription opportunity is found on the issuance and issuer websites. Token Maturity This token is linked to the performance of the underlying ETF and operates as a variable capital instrument, meaning it has no fixed maturity or termination date. Investors can freely trade the token on the open market at prices influenced by the net asset value of the underlying ETF. While the underlying ETF remains available, the token will persist, allowing continuous trading and investment flexibility according to market conditions. Decentralized Ledger and Smart Contracts or Equivalent Used Liquid Network, Bitcoin layer 2 (exclusively) https://liquid.net/ The Liquid Network leverages "covenants," a form of smart contracts, to automate and enforce rules directly on the blockchain.
https://ustbl.io/ (issuance website) https://nexbridge.io (issuer website) 5 Digital Assets with Which Exchange Can Be Made BTC, USD stablecoins, and any Digital Asset available on the Digital Asset Service Provider. Digital Asset Service Providers Bitfinex Securities El Salvador S.A. de C.V. 87 Norte Avenue, Futura Tower, Local 11-06 Escalón Neighborhood. San Salvador https://www.bitfinex.com/securities/ PSAD-0001 Market Making The issuer reserves the right to involve specialized Market Makers. Digital Asset Certifier TR Capital S.A. de C.V. Calle Cuscatlán #4312 Col. Escalón, San Salvador, El Salvador +503 2538 6360 info@trcapital.net www.trcapital.net Applicable Laws Republic of El Salvador The issuer of the digital assets is solely responsible for the content of this Relevant Information Document. The digital assets that are the subject of this offer are registered in the CNAD Public Registry. Their registration does not imply certification of the quality of the value nor the solvency of the issuer. It is the investor's responsibility to read all information contained in this Relevant Information Document. The investor, upon subscribing to the token, is aware that digital assets may lose their total or partial value, may not always be tradable, may not be liquid, and that the issuance focuses solely on certain specific underlying assets and does not constitute an invitation to sell financial instruments. This offer does not constitute an offer available in any jurisdiction where it would be considered illegal.
https://ustbl.io/ (issuance website) https://nexbridge.io (issuer website) 6 PARTICIPANTS Issuer * NexBridge Digital Financial Solutions S.A de C.V. Av. Las Magnolia, 206. Edificio Insigne, Office No. 1107, San Salvador, El Salvador +503 2273 4255 info@nexbridge.io https://nexbridge.io CNAD registry number: EAD-0005 Digital Asset Service Providers ** Bitfinex Securities El Salvador S.A de C.V. 87 Norte Avenue, Futura Tower, Local 11-06 Escalón Neighborhood. San Salvador. https://www.bitfinex.com/securities CNAD registry number: PSAD-0001 Asesor Digital Assets Solutions S.A. de C.V. Av. Las Magnolias. Edificio Insigne, Level 6 Local 602, San Salvador, El Salvador +503 7910 7770 info@tokenizationexpert.com https://tokenizationexpert.com CNAD registry number: PSAD PSAD-0020 Certifier TR Capital S.A. de C.V. Calle Cuscatlán #4312 Col. Escalón, San Salvador, El Salvador +503 2538 6360 info@trcapital.net www.trcapital.net CNAD registry number: CERT-0003 External Auditor GT Auditoría, S.A. de C.V. (Grant Thornton El Salvador) Futura Tower, Level 12 Local 002, Calle El Mirador and 87 Norte Ave, Escalón Neighborhood, San Salvador, El Salvador. +503 2267-7900 grantthornton@sv.gt.com https://www.grantthornton.com.sv Blockchain Liquid Network https://liquid.net Custodian Bank Capital Union Bank CUB Financial Center, Western Road, Lyford Cay, P.O. Box AP-59223, Nassau, Bahamas +1-242-362-6880 info@capitalunionbank.com https://capitalunionbank.com
- The issuer does not distribute USTBL tokens. ** As of the initial issuance date, Bitfinex Securities El Salvador S.A. de C.V. is the only PSAD supporting the issuance. The issuer may list or grant the distribution of USTBL tokens on other PSAD platforms. The list of authorized Digital Asset Service Providers (PSAD) where USTBL is available is detailed on the issuance website.
https://ustbl.io/ (issuance website) https://nexbridge.io (issuer website) 7 2) TABLE OF CONTENTS
- SUMMARY...................................................................................................................................................... 2
- TABLE OF CONTENTS........................................................................................................................... 7
- GLOSSARY...................................................................................................................................................... 8
- ISSUER PRESENTATION LETTER ......................................................................................... 12
- SWORN DECLARATION ......................................................................................................................... 13
- CERTIFIER REPORT ............................................................................................................. 14
- DESCRIPTION OF THE ISSUER .................................................................................................................. 15
- PUBLIC OFFER CHARACTERISTICS................................................................................... 24
- USE OF FUNDS .................................................................................................................... 35
- FINANCIAL INSTITUTIONS AND DIGITAL PLATFORM............................................................ 36
- UNDERLYING TECHNOLOGY AND STANDARDS.................................................................................. 43
- ASSOCIATED RISKS AND RISK MANAGEMENT.............................................................................. 47
- DISPUTE RESOLUTION.................................................................................................................. 61
- TAX REGIME....................................................................................................................................... 62
- DISCLAIMER - IMPORTANT, PLEASE READ.................................. 63
- APPENDICES ................................................................................................................................................. 64
https://ustbl.io/ (issuance website) https://nexbridge.io (issuer website) 8 3) GLOSSARY This glossary has been developed to provide a general understanding of the terms used in the context of the public issuance of USTBL digital assets. These definitions are not intended to serve as legal advice. For specific guidance, it is recommended to consult a qualified financial advisor. Digital Asset - A digital representation that can be stored and transferred electronically, using a Distributed Ledger Technology or similar technology, in which records are linked and encrypted to protect the security and privacy of transactions. Underlying Assets - The assets or asset portfolios that back the value of a digital token, determining its market value and performance. Advisor - Consultants or companies that offer expert advice on the legal, regulatory, and strategic aspects of digital asset issuance, ensuring compliance with laws and market expectations. Bankruptcy - Legal proceedings involving a person or company that cannot pay its outstanding debts. Custodian Bank - Financial institution responsible for the custody and management of the underlying assets that back the value of digital tokens. Blockchain - Decentralized digital ledger technology that records transactions across multiple computers, preventing retroactive changes without consensus. Bonds - Debt securities issued by entities such as governments or corporations to raise capital, with bondholders receiving periodic interest payments and the bond's face value at maturity. BTC (Bitcoin) - A decentralized digital currency without a central bank or single administrator, sent user-to-user on the Bitcoin peer-to-peer network without intermediaries. Layer 2 - Technological solutions built "on top" of an existing blockchain (called Layer 1), designed to improve transaction scalability and efficiency, handling transactions off the main chain but securing them through various anchoring mechanisms to the primary blockchain. Digital Asset Certifier - A legal entity that performs a financial, legal, technical, and administrative analysis of the relevant information contained in the Relevant Information Document for public offerings, and issues a report on the issuer's compliance with formal and substantive obligations before the National Commission of Digital Assets. Market Close - End of trading activities on a platform or market for the day, marking the completion of all transactions within that session. Encryption - Conversion of information or data into a code, especially to prevent unauthorized access, using cryptographic methods. Cryptographic Keys - Tools used in cryptography, consisting of data strings that help encrypt and decrypt messages, securing communications, data, and information systems.
https://ustbl.io/ (issuance website) https://nexbridge.io (issuer website) 9 CNAD (National Commission of Digital Assets) - Regulatory authority that supervises the enforcement of digital asset laws in El Salvador, overseeing public offerings and ensuring compliance of digital assets, PSADs, and issuers. Cryptography - The science of encrypting and decrypting information to protect it from unauthorized access, focusing on data security to ensure confidentiality, integrity, and authenticity during transmission or storage. Fiat Money - Traditional currency issued by governments, not backed by a physical commodity. The value of fiat money derives from the relationship between supply and demand and the stability of the issuing government, rather than the value of a backing commodity. Examples are USD, Euro, Yen, GBP, CHF. Duration - A measure used in finance to describe how long it takes for the total value of a bond's cash flows (such as coupon payments and principal repayment) to be reimbursed to the investor. It is expressed in years and helps investors understand how long their money will be committed and how sensitive the bond is to changes in interest rates. Issuer - Organization that creates and issues a digital asset in the market, responsible for complying with regulatory requirements, under the supervision of authorities such as the CNAD. ETF (Exchange Traded Fund) - An investment fund that passively replicates the performance of an index, a commodity, or a basket of assets such as market indices or treasury bonds, traded on stock exchanges to maintain a value close to the net asset value of the underlying assets. FED (Federal Reserve) - The central banking system of the United States, which regulates the US monetary and financial system. Block Signers - Entities or nodes within a blockchain network that are responsible for validating blocks before they are added to the blockchain, playing a crucial role in the security and integrity of decentralized digital records. Fact Sheet - A concise document that provides key information about an investment fund or financial product. Fact sheets are typically produced by fund managers or financial institutions and are designed to offer investors an overview of the fund's performance, objectives, holdings, fees, and other relevant details. Insolvency - State of being unable to pay owed debts, where creditors may file a petition against a debtor to recover debts. Financial Instrument - A real or virtual document representing a legal agreement involving any type of monetary value, whether equity-based (representing ownership of an asset) or debt-based (representing a loan made by an investor to the asset owner). Investment - Allocation of resources with the expectation of some future benefit, such as income or appreciation, which involves the purchase of financial instruments or other assets in financial markets. Investor - Individual or organization that allocates capital with the expectation of receiving financial returns, using various financial instruments to achieve financial goals. KYC (Know Your Customer) - Process by which companies identify and verify the identity and source of funds of their customers to prevent fraud, money laundering, and other illegal activities, crucial for financial institutions and digital asset providers to ensure compliance with anti-money laundering regulations.