Executive Summary

Overview of Gaia

Gaia is a modern capital formation platform for real-world assets (RWAs), offering a fully integrated solution for both asset sponsors and investors. For sponsors, Gaia enables compliant fundraising through Security Token Offerings (STOs) or traditional investment structures, all within a user-friendly backend that handles onboarding, compliance, communications, and tax documentation. For investors, Gaia provides a secure, intuitive portal to explore, evaluate, invest in, and track tokenized and non-tokenized offerings with full regulatory transparency.

Unlike fragmented legacy systems or tokenization tools with no compliance infrastructure, Gaia connects the entire lifecycle of an offering—from onboarding and structuring to investment, reporting, and even secondary market liquidity. The platform supports both web2 and web3 workflows, offers automation tools for sponsors, and integrates smart contract standards like ERC-20 to enforce investor eligibility and transfer restrictions at the token level.

Core Mission: Democratize Access to RWAs Through Tokenization

Gaia’s mission is to make high-quality, income-generating real-world assets (RWAs)—such as real estate, private credit and equity funds, even small business and startups—accessible to more investors globally. By removing friction from capital raising and lowering barriers for investor participation, Gaia helps democratize access to wealth-building opportunities that were previously gated behind high minimums, paper-based processes, and opaque fund structures.

Through a combination of blockchain infrastructure, automation, and compliance-first design, Gaia gives sponsors a scalable way to raise capital while allowing investors to:

• Participate in vetted offerings with lower minimums
• Hold tokenized ownership in a secure, transparent way
• Access better reporting and portfolio management tools
• Trade or transfer assets more efficiently (subject to compliance rules)

Problems Solved for Sponsors and Investors

For Sponsors:

• No-code launchpad to issue Reg CF/ Reg D / Reg S / Reg A+ offerings
• Built-in KYB, compliance monitoring, and investor CRM
• Smart contract tokenization with transfer rules baked in to stay in compliance.
• Streamlined dashboards for investor communication and tax reporting

For Investors:

• Easy onboarding with KYC, accreditation, and wallet linking
• Curated marketplace with tokenized and non-tokenized offerings
• Real-time investment performance tracking and document vault
• Integrated trading options via partner exchanges or peer-to-peer requests

By aligning the interests of sponsors and investors through automation and trustless infrastructure, Gaia represents the next generation of compliant private markets.

Historical & Market Context

Origins of U.S. Securities Law and Capital Formation

The foundation of the U.S. securities regulatory regime was laid in the aftermath of the 1929 stock market crash. In response to rampant fraud and speculative excess, Congress passed the Securities Act of 1933 and the Securities Exchange Act of 1934. These laws established the SEC and introduced mandatory disclosure rules, antifraud provisions, and public registration requirements for securities offerings. The Howey Test, introduced by the Supreme Court in 1946, created a flexible framework for determining what constitutes a security—focusing on whether an investment involves an expectation of profit from the efforts of others.

While this legal foundation successfully shaped one of the world’s most robust capital markets, it also created high barriers to entry. Issuing private securities today involves expensive legal structuring, limited distribution channels, and fragmented compliance requirements. Trading private securities is also cumbersome, with limited secondary market infrastructure.

Evolution of Digital Securities and Tokenization

The emergence of blockchain technology in the 2010s inspired a wave of experimentation in digital fundraising, notably through Initial Coin Offerings (ICOs). However, these early models often ignored securities laws, resulting in widespread enforcement actions by the SEC and a loss of credibility for token-based fundraising.

Beginning in 2018, attention shifted to security tokens—blockchain-based representations of traditional securities like equity, debt, and fund interests. These tokens are legally compliant, and in many cases, issued under U.S. exemptions such as Regulation D and Regulation S. Unlike ICOs, security tokens embed regulatory constraints (e.g. lock-up periods, investor caps) directly into their smart contracts.

This evolution gave rise to security token platforms like Securitize, INX, tZERO, and international counterparts such as ADDX (Singapore) and SDX (Switzerland). These platforms provide compliant issuance, investor onboarding, and secondary trading environments for tokenized real-world assets (RWAs).

How Security Tokens Differ from Cryptocurrencies

While cryptocurrencies like Bitcoin and Ethereum function as decentralized, permissionless assets, security tokens are subject to securities laws and carry embedded rights (e.g. dividends, voting, redemption). Their issuance, ownership, and transferability are governed by regulatory frameworks—making them less fluid but legally enforceable.

Security tokens often represent ownership in real-world assets (RWAs) and include identity-based transfer restrictions (e.g. KYC, accreditation, geographic limits). Their compliance is enforced via smart contracts, enabling automation of traditionally manual legal processes.

This distinction is critical: security tokens are not speculative cryptocurrencies but regulated financial instruments. They combine the auditability and programmability of blockchain with the investor protections and enforceability of traditional securities.

Institutional Momentum: BlackRock, JPMorgan, and Beyond

Since 2022, leading financial institutions have embraced tokenization:

• BlackRock launched a tokenized money market fund (BUIDL) in partnership with Securitize in 2023, enabling 24/7 settlement and programmable ownership.
• JPMorgan operates its Onyx platform, facilitating tokenized repo transactions and experimenting with programmable finance across institutional networks.
• Franklin Templeton released a tokenized U.S. government money fund, natively issued on a public blockchain.
• Goldman Sachs, Citi, and HSBC have launched tokenization pilots involving digital bonds and structured notes.

These initiatives signal that tokenized financial instruments are moving from fringe experimentation to institutional standard. Global regulators have responded with tailored frameworks, and blockchain-native infrastructure is evolving to support custody, settlement, and compliance for tokenized securities.

Gaia enters this landscape with the goal of bridging institutional-grade compliance with startup agility—giving sponsors and investors a better way to participate in the next generation of capital markets.

The Problem Landscape

Challenges for Sponsors

Fundraising Complexity

Raising capital in private markets remains complex and inefficient. Sponsors must navigate jurisdiction-specific regulations, engage costly legal counsel, and manually coordinate across custodians, investor portals, and document management tools. Tokenization offers benefits—but without an integrated platform, most sponsors lack the technical or financial resources to deploy smart contracts, enforce compliance, or connect with secondary trading infrastructure.

Compliance Barriers

Maintaining ongoing regulatory compliance is burdensome. Sponsors must verify investor accreditation, enforce jurisdictional restrictions, track investment caps, and produce investor disclosures and tax documents. These processes are often managed in spreadsheets or legacy investor portals with no automation or auditability, increasing the risk of noncompliance and legal exposure.

Limited Reach

Sponsors are typically constrained to local investor networks or small pools of accredited capital. Traditional syndication models or broker-dealer-led placements limit geographic reach and restrict access to new investor classes. Most private offerings are also inaccessible to foreign retail investors—even when local regulations allow it—due to platform limitations or KYC infrastructure gaps.

Technology Barrier

The fragmented landscape of token standards poses a major challenge. Security tokens are often issued under different protocols such as ERC-1400, ERC-1401, or other custom standards that lack interoperability with ERC-20—the most widely supported token standard in the ecosystem. As a result, users struggle to adopt or interact with these tokens across common wallets, exchanges, and DeFi infrastructure. Some security tokens aren’t even built on public blockchains, preventing users from withdrawing or self-custodying their assets—undermining the core value proposition of tokenization.Even when sponsors attempt to adopt these technologies, they often lack the technical expertise, financial structuring knowledge, and deep understanding of securities and tax law necessary to create compliant, user-friendly tokenized offerings.

Challenges for Investors

Lack of Access

Institutional-grade real estate, credit, infrastructure, and fund opportunities are generally limited to accredited investors with significant capital. High minimums, complex onboarding processes, and limited deal transparency prevent most investors from participating in these asset classes—despite their attractive risk-return profile.

Illiquidity

Investors in private placements are typically locked in for 5–10 years with no secondary exit path. While tokenization introduces the potential for liquidity, few offerings support peer-to-peer transfers or secondary trading via licensed venues. Existing options are fragmented and often siloed to a single ATS or jurisdiction.

Slow Onboarding

Onboarding for private offerings is time-consuming and repetitive. Investors must complete KYC, accreditation, and compliance documents for each sponsor, often duplicating submissions across platforms. Web3 investors face additional friction due to poor wallet integrations and lack of cross-platform compliance credentials.

Opaque Reporting & Communications

Once invested, investors are often left in the dark. Sponsor updates are irregular, tax documents arrive late, and performance tracking is manual or nonexistent. Tokenized offerings rarely offer real-time dashboards or document vaults, leaving investors without the transparency and control they expect from modern platforms.

Gaia is designed to solve these problems at the infrastructure level—through a unified portal that integrates onboarding, offering access, token issuance, compliance enforcement, and investor communications into a seamless experience for both sides of the market.

Gaia’s Solution for Sponsors

Launchpad for Tokenized and Traditional Offerings

Gaia’s Launchpad gives sponsors a no-code environment to create and publish offerings across multiple regulatory formats—Reg D, Reg S, and eventually Reg A+ and Reg CF. Sponsors can choose between tokenized or non-tokenized deals, with an intuitive interface to:

• Define basic offering details (title, description, asset category, geography)
• Set investment minimums, funding caps, and compliance types
• Upload legal documents, videos, and promotional media

The platform supports multiple asset types including real estate, debt instruments, and funds, and listings can be published directly to the investor-facing marketplace.

KYB Onboarding & Compliance Workflow

Before launching an offering, every sponsor must complete a structured Know Your Business (KYB) onboarding process:

• Upload entity formation documents, ownership structure, and identity documents for beneficial owners
• Complete real-time or manual identity verification
• Accept Gaia’s sponsor terms and compliance policies

This workflow ensures regulatory readiness, screens out non-compliant issuers, and establishes a clean audit trail for all sponsor activity. Once approved, sponsors unlock access to the full Gaia backend.

Offering Creation Tools, Dashboards, CRM, and Tax Documentation

Once onboarded, sponsors access a comprehensive suite of capital-raising and investor management tools:

• Dashboards: Track capital raised, investor geography, compliance breakdowns
• CRM: View investor profiles, communication history, KYC/accreditation status
• Updates: Publish financial reports, offering memos, and project news
• Documents: Tag and send investor-specific documents with secure delivery confirmation
• Tax Tools: Upload K-1s or 1099s and auto-match to investors via embedded data or filenames

The platform includes automation features for reminders, updates, and investor engagement, giving sponsors full control with minimal administrative overhead.

Optional Tokenization with Compliance Automation

Sponsors can choose to tokenize their offerings at any point in the creation process. Gaia’s smart contract generator produces ERC-20-compliant tokens with the following embedded logic:

• Transfer restrictions based on investor type (accredited only)
• Geographic limits (e.g. U.S. vs non-U.S. addresses)
• Lockup enforcement (e.g. 12-month hold period under Rule 144)
• Whitelist gating (only verified addresses can receive tokens)

Tokenized offerings benefit from real-time cap table transparency, programmability, and optional integrations with ATS partners for secondary liquidity. All compliance rules are enforced at the smart contract level, reducing legal risk and administrative load for the sponsor.

In short, Gaia transforms the fragmented, manual process of launching a private offering into a structured, compliant, and scalable workflow—empowering sponsors to raise capital more efficiently and engage investors more effectively.

Gaia’s Solution for Investors

Streamlined Onboarding (KYC, Accreditation)

Gaia simplifies the investor onboarding process through an integrated flow that balances ease of use with strict compliance. Investors can:

• Register with email, social login, or connect a Web3 wallet
• Complete KYC verification through a secure third-party provider
• Submit accreditation documentation (income, asset, or third-party letter)
• Reuse verified credentials across multiple offerings

This one-time onboarding eliminates redundant compliance submissions across investments, enabling faster access to opportunities.

Marketplace to Explore Offerings and Watchlist Assets

Once verified, investors gain access to a curated marketplace of both tokenized and non-tokenized offerings. The Explore tab features:

• Advanced filters by asset category, tokenization status, geography, expected return, minimum investment, and compliance type
• Watchlist functionality to save and track offerings of interest
• Offering cards with summarized deal terms, sponsor profiles, and “Invest” or “Commit Funds” actions

Each offering has a dedicated page with tabs for documents, financials, updates, and real-time metrics such as projected IRR, hold period, and liquidity options.

Investment Performance Tracking and Document Management

After investing, users gain access to a comprehensive dashboard designed for transparency and ongoing engagement:

• Real-time tracking of portfolio performance by asset type, status, and yield over time
• Interactive charts showing tokenized vs non-tokenized holdings, diversification metrics, and income history
• Document vault with secure access to offering documents, sponsor updates, legal disclosures, and tax forms

Investors can export data, adjust views, and share information with financial advisors, accountants, or compliance personnel.

Web3 Wallet Connect, Token Trading, and Peer-to-Peer Liquidity

For tokenized offerings, Gaia supports full Web3 compatibility:

• Investors can connect MetaMask, WalletConnect, or other supported wallets
• ERC-20 tokens are delivered to whitelisted wallets only, with smart contract enforcement of all compliance rules
• Gaia plans to integrate with multiple exchange partners (e.g. INX, tZERO, Oasis Pro) for secondary trading where permitted when the time is right.
• Peer-to-peer transfer functionality allows eligible users to privately trade tokens with other KYC-verified investors within Gaia’s ecosystem

These features enable greater flexibility, transparency, and potential liquidity for investors—without compromising on regulatory compliance.

Global Momentum and Regulatory Innovation

Supportive Frameworks

Singapore (MAS)

Singapore has established itself as a global leader in digital securities regulation through the Monetary Authority of Singapore (MAS). Platforms like ADDX and InvestaX are licensed under MAS’s Recognized Market Operator (RMO) framework and offer regulated STOs to accredited investors. Singapore’s regulatory sandbox allowed these platforms to pilot tokenized offerings in a controlled environment, leading to a fully licensed status and international recognition for compliance and innovation.

Dubai (VARA)

Dubai’s Virtual Asset Regulatory Authority (VARA) offers a unified licensing regime for digital asset platforms, including those focused on tokenized securities. Dubai has launched pilots for real estate tokenization in partnership with the Dubai Land Department and is actively encouraging the growth of STOs and compliant token exchanges. VARA’s structure allows for experimentation while maintaining enforceable compliance standards.

Switzerland (DLT Act)

Switzerland’s Distributed Ledger Technology (DLT) Act went into effect in 2021, providing legal certainty for ledger-based securities. Platforms like SDX and Sygnum Bank operate under FINMA regulation, supporting the issuance and trading of tokenized bonds, equities, and alternative assets. These platforms allow real-time settlement and integrate smart contract enforcement with traditional compliance tools.

European Union (MiCA)

The EU has adopted the Markets in Crypto-Assets (MiCA) regulation and introduced the DLT Pilot Regime, enabling licensed platforms to issue and trade tokenized financial instruments under a unified legal framework. Projects like 21X and Deutsche Börse’s D7 platform are testing institutional-grade tokenization infrastructure across the EU, benefiting from MiCA’s investor protection and cross-border operability.

Hong Kong & United Kingdom

Hong Kong’s Securities and Futures Commission (SFC) and the UK’s Financial Conduct Authority (FCA) have published guidance supporting tokenized securities. Hong Kong’s Project Ensemble and the UK’s Digital Securities Sandbox (DSS) enable controlled pilots of tokenized fund shares and bond offerings. These jurisdictions are building robust frameworks that blend traditional financial regulation with smart contract infrastructure.

Regulatory Sandboxes, Licensing Models, and Case Studies

Regulatory sandboxes have played a crucial role in validating the STO model:

• MAS’s sandbox allowed ADDX to become a fully licensed exchange for tokenized funds and real estate.
• Switzerland’s DLT Act created a legal environment for SDX and Sygnum to pioneer on-chain financial markets.
• The EU’s DLT Pilot Regime gave rise to 21X, which received the first EU-wide license to operate a DLT-based securities exchange.
• Dubai’s VARA licensing framework enabled MultiBank and the Dubai Land Department to initiate large-scale real estate tokenization pilots.
• The UK’s DSS is testing cross-border tokenized equity and bond offerings with participation from banks, fintechs, and regulators.

These case studies demonstrate that clear licensing paths and sandbox programs accelerate innovation without compromising investor protection.

Why the U.S. Risks Falling Behind Without Reform

While the U.S. has built a network of SEC-registered ATS platforms (e.g. tZERO, INX, Securitize Markets), its regulatory environment remains fragmented and reactive. Reg D offerings face 12-month lockups, Reg A+ qualification is costly and slow, and secondary trading is constrained by legacy custody and broker-dealer rules. The SEC’s “regulation by enforcement” approach has further chilled innovation.

Meanwhile, other jurisdictions have launched programmable cash settlement, multi-asset exchanges, and permissioned smart contract standards that allow for public and institutional participation. If the U.S. does not modernize its securities laws to accommodate tokenized infrastructure, it risks ceding leadership in private capital markets to more agile global financial hubs.

Gaia is designed with this global context in mind—positioned to integrate with international sandboxes and licensing regimes, while operating within the bounds of U.S. law through modular compliance enforcement.

Technology Stack and Compliance Architecture

Why Gaia Uses Ethereum and ERC-20

Ethereum is the most widely adopted blockchain network for programmable smart contracts, institutional-grade token issuance, and on-chain compliance enforcement. By building on Ethereum, Gaia gains access to a robust ecosystem of wallets, developer tooling, and liquidity protocols.

The ERC-20 standard, specifically designed for security tokens, enables Gaia to enforce transfer restrictions, identity-based permissions, and compliance logic at the token level. Unlike general-purpose token standards like ERC-20, Gaia’s Enhanced ERC-20 supports:

• Partitioned tranches with separate transfer rules
• Role-based permissions for issuers, transfer agents, and regulators
• On-chain documentation references
• Forced transfers and redemptions under regulatory scenarios

This allows Gaia to deliver security tokens that are programmable, auditable, and legally compliant by design.

How Smart Contracts Enforce KYC/AML and Transfer Restrictions

Gaia’s compliance engine integrates with the enhanced ERC-20 token standard to enforce regulatory rules directly through smart contracts. This eliminates the need for manual transfer approvals and ensures that tokens cannot be transferred in violation of securities laws.

Key enforcement capabilities include:

• Whitelisting: Only pre-approved, KYC/AML-verified addresses can receive tokens.
• Accreditation status: Smart contracts check investor eligibility before permitting transfers.
• Geographic restrictions: Transfers to or from restricted jurisdictions (e.g. Reg S flowback rules) are automatically blocked.
• Lock-up periods: Tokens issued under exemptions typically cannot be transferred until the 12-month Rule 144 lock-up expires, and are automatically updated when eligible.

These restrictions are not only visible on-chain but enforced programmatically—ensuring compliance even in decentralized custody environments.

Compliance Mapping for U.S. Exempted Offerings and Foreign Retail Access

Gaia supports a flexible compliance architecture to accommodate U.S. exemptions and global investor access:

Reg D 506c

• Tokens issued to accredited U.S. investors only
• Verified accreditation required prior to investment
• 12-month holding period enforced via smart contract
• Transfers permitted only between accredited investors or via exemption

Reg S

• Tokens offered to non-U.S. persons only
• Restrictions on transfer back to U.S. persons for 12 months
• Separate token tranches and smart contract partitions maintain compliance

Future Support: Reg A+ and Reg CF

• Public investor participation with lower investment thresholds
• No accreditation required
• Freely tradable securities upon issuance
• Integrated with broker-dealer and transfer agent partners for custody and reporting

This modular compliance system allows Gaia to serve both U.S. and international investors, while enabling tokenization of assets without sacrificing regulatory alignment or liquidity pathways.

Governance and Ecosystem

Role of Primior as Founding Asset Manager

Primior is the founding real estate asset manager and strategic partner behind Gaia. With a history of successful development and management of both residential and commercial projects, Primior provides the platform with:

• A pipeline of high-quality, income-producing real estate offerings
• Underwriting expertise and institutional asset diligence
• Operational support for early-stage sponsor vetting and compliance

Primior’s presence ensures that Gaia launches with credible, well-structured offerings and a foundational commitment to real-world investment performance. Their involvement also informs the platform’s design philosophy—blending institutional-grade diligence with tech-forward automation.

$USP Token Overview and Platform Utility

Gaia introduces $USP (short for United States Property), a first-of-its-kind hybrid token that combines the benefits of a utility, governance, and security token—backed by a diversified reserve of U.S.-based real estate assets.

Real Estate-Backed Security Token

$USP is Gaia’s first security token, underpinned by a real-world portfolio of income-producing and appreciating U.S. properties. As the underlying assets grow in value, so does the intrinsic value of $USP. This makes $USP a powerful tool for long-term wealth generation, an inflation hedge, and a more stable alternative to purely speculative crypto assets.

Governance

$USP holders may participate in platform governance through voting on key protocol matters such as:

• Feature prioritization and roadmap development
• Token utility enhancements and staking design
• Curation and approval frameworks for sponsored offerings

Access and Incentives

As a utility token, $USP is integrated throughout the Gaia platform. Users can:

• Stake $USP to unlock early access to deals and premium platform features
• Stake $USP for discounts on platform fees and sponsor services
• Stake $USP to earn $USDC and rewards for engagement—such as referrals, reviews, or governance participation

Liquidity and Buyback Mechanism

To support long-term value and liquidity, USP will periodically deploy reserve capital to buy back $USP tokens on the open market, redistributing value directly to holders and ensuring efficient token circulation.

Transparency and Trust

The real estate reserve is validated by third-party appraisers and made transparent via on-chain attestations and regular audits. This enhances trust and gives $USP a strong foundation beyond speculative hype.

To learn more about USP, read the whitepaper here: primior.com/usp/whitepaper.

Sponsor Onboarding and Deal Vetting

KYB Process and Requirements

Before any sponsor can launch an offering on Gaia, they must complete a structured Know Your Business (KYB) onboarding process. This ensures that all sponsors meet Gaia’s standards for compliance, legitimacy, and operational transparency.

The KYB process includes:

• Company registration and identity verification
• Upload of incorporation documents and ownership disclosures
• Beneficial owner KYC (ID upload and verification for anyone holding 25%+ interest)
• Acceptance of Gaia’s compliance policies and sponsor agreement

Only verified sponsors can access the Launchpad, CRM, and investor communication tools.

Internal Review and Approval Workflow

Once a sponsor completes KYB onboarding, their offerings go through a review and approval process managed by Gaia’s internal compliance team. This includes:

• Validation of offering structure and regulatory exemption (e.g. Reg CF, Reg D, Reg S)
• Review of uploaded documentation (PPM, financials, asset descriptions)
• Checks for consistency between smart contract logic (if tokenized) and legal offering terms
• Quality screening for asset legitimacy, risk disclosures, and investor suitability

Offerings that meet Gaia’s compliance and quality standards are approved for public listing on the marketplace. Sponsors receive feedback and revision requests if further documentation or clarification is needed.

Automation Tools for Ongoing Sponsor Compliance

Gaia equips sponsors with automation tools to simplify ongoing regulatory obligations and investor engagement. These include:

• Compliance dashboard showing investor KYC/accreditation status and geographic breakdowns
• Automated alerts for expiring lock-up periods or accreditation lapses
• Document upload center for periodic updates, tax forms, and legal disclosures
• Bulk issuance of tax documents with smart matching to investor records

These tools reduce manual workflows and help sponsors stay compliant while focusing on capital deployment and asset performance.

By embedding sponsor vetting, offering review, and continuous compliance into the platform, Gaia ensures the integrity of its marketplace and protects investor trust from day one.

Supported Asset Types and Filters

Tokenizable Asset Categories

Gaia supports a wide range of real-world asset categories that can be tokenized or offered through traditional structures. These include:

• Real Estate (residential, commercial, mixed-use, hospitality)
• Private Equity including small business and startup stocks/shares
• Debt Instruments (private credit, bridge loans, structured notes)
• Investment Funds (VC, PE, hedge, fund-of-funds)
• Infrastructure Projects
• Precious Metal (such as Gold, Silver )
• Commodities (tokenized physical assets under custody)
• Natural Resources (mineral rights, carbon credits, energy royalties)
• Intellectual Property (royalty streams, media rights)
• Art and Collectibles (authenticated, insured, and vault-stored items)

Each asset type can be offered as a tokenized security or through traditional documents, with Gaia handling appropriate filters and compliance rules per category.

Shared and Category-Specific Filters in the Investor Portal

Gaia’s investor portal features an advanced filtering and discovery engine tailored to private market investing.

Global Filters (Shared Across All Categories):

• Tokenized / Non-tokenized
• Asset Category
• Minimum Investment
• Expected Return / Yield
• Offering Status (Live, Coming Soon, Closed)
• Compliance Type (Reg D, Reg S, Reg A+, Reg CF)
• Geographic Location
• Accreditation Requirement

Category-Specific Filters:

• Real Estate: Property type, hold period, development stage, tenant status
• Private Equity: Industry, revenue model, company stage, equity type
• Debt Instruments: Interest rate, repayment schedule, term length
• Funds: Strategy, term, diversification level, redemption frequency
• Commodities: Asset type, storage location, custody type
• Infrastructure: Project type, revenue model, operational status
• Art & Collectibles: Asset type, authentication method, vaulting info
• IP: Type of intellectual property, revenue structure, licensing model
• Natural Resources: Resource type, rights format, extraction jurisdiction

These filters enable investors to quickly surface relevant opportunities, assess risk profiles, and build diversified portfolios across sectors.

Future Expansion Plans

Gaia’s infrastructure is designed to be modular and adaptable to emerging asset classes. Future roadmap items include:

• Support for tokenized insurance products and litigation finance
• Real-time NAV updates for closed-end and open-end tokenized funds
• AI-enhanced recommendations based on investor preferences
• Cross-chain asset bridging and multi-network token support

As global regulations evolve, Gaia will expand its asset onboarding standards and filter framework to ensure transparency, comparability, and investor relevance across all supported offerings.

Roadmap and Next Steps

Current MVP Status and Capabilities

Gaia’s MVP is live and operational, with full functionality for both investors and sponsors. Key features include:

• Sponsor onboarding with KYB and compliance verification
• No-code launchpad for Reg D and Reg S offerings
• Token generation using the ERC-20 standard with embedded compliance logic
• Investor onboarding with KYC, accreditation checks, and Web3 wallet support
• Marketplace for browsing and filtering live offerings
• CRM and dashboard tools for sponsor-investor communication
• Secure document center and automated tax form delivery

Gaia currently supports tokenized and non-tokenized offerings, and is actively onboarding early sponsors and investors across U.S. and global markets.

Secondary Market Rollout

Gaia is preparing for secondary market rollout through partnerships with licensed Alternative Trading Systems (ATSs), including:

• INX
• tZERO
• Oasis Pro

These integrations will enable compliant secondary trading of Gaia-issued security tokens, with smart contracts enforcing investor eligibility, lock-ups, and transfer rules.

Additionally, Gaia will support:

• Peer-to-peer token transfers between eligible investors inside the platform
• On-platform liquidity mechanisms such as bulletin boards or request-for-offer flows
• API integrations with custodians and brokers to streamline settlement and compliance

Global Licensing and Expansion into Reg A and Reg CF

To broaden access and deepen liquidity, Gaia is actively pursuing:

• S. qualification for Reg A+ offerings, enabling participation from retail investors with immediate secondary tradability
• Launch of Reg CF capabilities for small-to-mid-sized issuers seeking community-driven capital raises
• Expansion of legal frameworks and onboarding infrastructure for investors in the EU, UK, UAE, Singapore, and Switzerland

Gaia will continue to align its technology, legal architecture, and token standards to ensure cross-jurisdictional compatibility, while meeting the compliance requirements of both institutional and retail-facing regulators.

AI Agents to Enhance Sponsor and Investor Experiences

As part of Gaia’s vision to modernize private real estate markets, we are building a suite of intelligent AI agents designed to streamline workflows, automate compliance, and provide personalized support for both sponsors and investors across the platform.

For Sponsors

AI agents will act as virtual deal coordinators, helping sponsors manage capital raises, automate regulatory checks, and optimize investor communications. Key functions include:

• Auto-generating compliant offering documents and disclosures
• Real-time KYC/AML verification and jurisdictional screening
• Smart contract deployment and cap table management
• Predictive analytics for investor targeting and raise optimization

For Investors

Investors will interact with intelligent agents that act as personal investment assistants, providing a frictionless, data-driven experience. Capabilities include:

• Curated deal recommendations based on risk profile and investment history
• On-demand explanations of legal documents, metrics, and asset performance
• Real-time portfolio monitoring, alerts, and personalized market insights
• Voice- or chat-enabled support to simplify onboarding and ongoing participation

Why It Matters

The use of AI agents enables Gaia to offer a scalable, user-friendly, and compliant platform experience—reducing friction, lowering overhead, and improving confidence across the private markets ecosystem. By embedding intelligence into every step of the investment journey, we aim to make real estate investing as intuitive and efficient as using a modern e-commerce app.

Appendix

Glossary of Key Terms

• Accredited Investor – An individual or entity that meets specific income, net worth, or professional criteria to invest in private offerings, as defined by the SEC.
• ATS (Alternative Trading System) – A U.S.-regulated trading venue for securities that operates outside traditional stock exchanges.
• DLT (Distributed Ledger Technology) – A decentralized database managed by multiple participants, used to securely record transactions.
• ERC-1400 – A smart contract standard for representing regulated security tokens on Ethereum, enabling compliance features like whitelisting and lock-up enforcement.
• KYC (Know Your Customer) – A process for verifying the identity of investors and ensuring compliance with anti-money laundering laws.
• KYB (Know Your Business) – A process for verifying legal entity sponsors and their beneficial owners to assess risk and confirm legitimacy.
• Reg A+ – An exemption from SEC registration that allows companies to raise up to $75 million from both accredited and retail investors with approved offering statements.
• Reg CF (Regulation Crowdfunding) – An exemption allowing small businesses to raise up to $5 million from retail investors annually through registered portals.
• Reg D 506(c) – An exemption allowing issuers to raise unlimited capital from verified accredited investors with general solicitation.
• Reg S – A safe harbor for offerings made to investors outside the U.S., subject to restrictions on flowback into the U.S. market.
• Security Token – A blockchain-based representation of a traditional security (e.g., equity, debt, or fund interest) governed by existing securities laws.
• STO (Security Token Offering) – A compliant fundraising event that issues tokenized securities using smart contracts and blockchain infrastructure.
• Web3 Wallet – A blockchain wallet (e.g. MetaMask) that enables users to manage digital assets and interact with decentralized applications.

Legal Disclaimers

This whitepaper is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction. Any securities referenced herein may be offered only through definitive offering materials and to investors who meet the necessary legal requirements.Gaia is not a registered broker-dealer, investment adviser, or funding portal. Use of the Gaia platform is subject to applicable terms of service and compliance with local laws. All investments carry risk, and past performance is not indicative of future results.The features and functionalities described in this document, including $USP and tokenized securities, are subject to change and may require approval from regulatory bodies. Investors and sponsors are advised to consult with legal, tax, and financial professionals before engaging with the platform.

Citations and References

law.cornell.edu (Securities Law History – Wex LII)

• Explained the legislative origins and disclosure-based principles of the 1933 and 1934 Securities Acts.

investor.gov

• Outlined the SEC’s regulatory mandate across intermediaries.
• Provided definitions and safe harbor guidance under Reg D and Reg CF exemptions.

sec.gov

• Quoted the “What’s Past is Prologue” speech to highlight the SEC’s commitment to the Howey Test.
• Official source for Hester Peirce’s Safe Harbor Proposal.
• Provided language on token registration, Reg A/Reg CF mechanics, and Ondo Finance meeting disclosures.

icba.org

• Showed contrasting SEC and CFTC positions on crypto classification and Howey’s application to community banking.

corpgov.law.harvard.edu

• Detailed the SEC’s DAO Report and its fallout.
• Provided context for jurisdictional gaps between SEC and CFTC.

perkinscoie.com

• Tracked post-DAO enforcement against ICOs like AirFox and Paragon, demonstrating the transition to STOs.

cooley.com

• Documented the Reg A+ qualification of Blockstack and YouNow, offering a precedent for compliant public token sales.

investopedia.com

• Explained the structure and use of ERC-20 tokens and their compliance limitations.

kaleido.io, lcx.com

• Served as technical reference for ERC-1400 and how it automates on-chain compliance for digital securities.

globalrelay.com

• Illustrated SEC Chair Gensler’s enforcement-first stance and industry backlash.

agriculture.house.gov

• Highlighted bipartisan calls for modernizing U.S. securities regulation and clarifying SEC/CFTC oversight.

law.stanford.edu

• Provided an overview of Hester Peirce’s Safe Harbor 2.0 proposal for compliant token issuance windows.

lexology.com

• Compared Reg A, Reg D, and Reg CF to show tradeoffs for tokenized offerings.
• Also covered Hong Kong’s Project Ensemble and sandbox initiatives.

finra.org

• Outlined FINRA’s role in overseeing broker-dealers, ATSs, and digital securities custody.
• Highlighted compliance obligations under FINRA crypto guidance and SPBD rules.

goodwinlaw.com

• Described SEC/FINRA models for digital ATS operations and non-custodial trade settlement workflows.

elliptic.co

• Explained Switzerland’s tokenized securities licensing model and DLT-based custody recognition.

lindemannlaw.ch, globallegalinsights.com

• Detailed Swiss DLT Act provisions enabling tokenized equity and exchange-based compliance.

esma.europa.eu

• Covered both MiCA’s retail-focused crypto asset regulations and the DLT Pilot Regime for sandboxed token trading.

thetokenizer.io

• Summarized Singapore’s SFA/PSA regime, CMS license requirements, AML rules, and technology-neutral regulatory approach.

blockchain.bakermckenzie.com

• Provided legal analysis of Singapore’s split regulatory approach for payment vs. security tokens.

addx.co

• Validated ADDX’s position as a MAS-approved, RMO-licensed platform with real fund tokenization traction.

regulationtomorrow.com

• Described MAS’s Project Guardian and Singapore’s multi-sector initiative to standardize tokenization.

hamiltonlane.com, shareholders.hamiltonlane.com

• Documented Hamilton Lane’s partnerships with ADDX and Securitize to deliver tokenized feeder funds.

fintechnews.sg

• Highlighted BondEvalue’s RMO approval as a bond-specific security token exchange in Singapore.

icmagroup.org

• Cited for MAS-approved DLT use in the bond markets and broader FinTech integration.

reedsmith.com, cvml.com

• Provided a full overview of Dubai’s VARA regulations, rulebooks, and VASP licensing conditions.

reuters.com

• Reported on BitOasis’ successful broker-dealer licensing under Dubai’s staged VASP framework.

cointelegraph.com

• Covered Dubai Land Department’s tokenization pilot and Freeport’s Reg A approval for art tokenization.

financemagnates.com

• Described the $3B MAG & MultiBank real estate tokenization deal under Dubai’s VARA regime.

coindesk.com

• Switzerland’s DLT law adoption.
• Aspen Coin’s token trajectory.
• Tokenization deal failures (Fluidity/Propellr).
• Wave Financial’s tokenized bourbon fund.

finma.ch

• Explained FINMA’s approval pathways for DLT trading facilities and integrated digital exchanges (e.g., SDX).

sygnum.com

• Documented Sygnum’s regulatory approval for its own OTF, marking another Swiss tokenization milestone.

cassiopeiaservicesltd.medium.com

• Covered BrickMark’s high-profile real estate token deal in Switzerland.

ledgerinsights.com

• DLT Pilot license (21X, CSD Prague).
• Hamilton Lane tokenization and distribution.
• Archax FCA licensing for digital securities.
• Centrifuge’s securitization fund with BlockTower and New Silver.

ashurst.com

• Offered a legal framework and thresholds for DLT Pilot Regime participation in the EU.

ca-cib.com, esgtoday.com, hkma.gov.hk

• Showcased Hong Kong’s multi-currency tokenized green bond issuance.

gibsondunn.com, sfc.hk, apps.sfc.hk

• Explained the SFC’s “see-through” treatment of tokenized securities and their evolving view on complexity classification.

fca.org.uk, gowlingwlg.com, burges-salmon.com

• Summarized UK FCA’s approach to regulating security tokens as “specified investments.”

pwc.co.uk, hoganlovells.com, cliffordchance.com

• Provided structure, purpose, and waiver rules of the UK’s Digital Securities Sandbox (DSS).

cryptodaily.co.uk

• Cited to illustrate tZERO’s crypto exchange shutdown, reflecting early-stage volatility in digital ATS infrastructure.

linkedin.com

• Featured in a detailed RealT case study including Reg D/Reg S usage and secondary liquidity concerns.

outliermedia.org

• Highlighted operational and ethical concerns around RealT’s property management practices in Detroit.

medium.com

• Offered a full case study on Aspen Coin’s STO lifecycle, smart contract migration, and its tZERO listing.

tzero.com

• Used to detail Aspen Coin’s secondary market trading volume and price movement.

crowdfundinsider.com

• Covered both Harbor’s failed STO and Copper’s support of Ondo’s Treasury tokens.

alphapoint.com

• Provided evidence of Elevated Returns’ global tokenization ambitions, especially in Southeast Asia.

dlnews.com

• Tracked Maple Finance’s shift in lending strategy and reasons for abandoning undercollateralized loans.

newsilver.com, centrifuge.io

• Showcased real estate loan securitization with MakerDAO and the operationalization of on-chain RWA lending.

federalreserve.gov

• Validated institutional interest in tokenized Treasuries through mentions of Ondo Finance’s OUSG.

ondo.finance

• Explained the design and function of tokenized Treasury products with instant mint/redeem features.

ipe.com, garp.org

• Used to support the thesis that institutional adoption (e.g. KKR, JPMorgan) is actively embracing tokenization.

securities.io

• Documented Wave’s whiskey fund issuance, one of the first SEC-compliant asset-backed STOs for spirits.

blog.maecenas.co, finivi.com, coinrivet.com

• Used to narrate the first tokenized art auction (Warhol’s Electric Chairs) and its investor reception.