Please describe your proposed solution
A. How We Perceive the Problem
Key Takeaway: The biggest benefit for Cardano projects is the creation of a FINMA-compliant funding framework that removes barriers to institutional and qualified capital by providing a scalable, legally robust, and cost-efficient structure for electronic securities issuance.
Many Cardano projects face significant barriers to accessing funding, especially from institutional and qualified investor
a. Regulatory Complexity: Strict requirements from authorities like BaFin and MiCA create high compliance costs and procedural hurdles.
b. Lack of Market Trust: Without a robust, legally compliant framework, projects struggle to gain the confidence of professional investors.
c. Funding Inefficiency: Projects often lack scalable funding mechanisms tailored to their needs, limiting growth and innovation within the ecosystem.
The absence of a compliant and efficient structure for electronic securities issuance hinders Cardano’s potential to attract large-scale, long-term capital, leaving projects underfunded and unable to realize their goals.
B. Our Solution
We propose a FINMA-compliant funding framework that allows Cardano projects to issue electronic securities under Swiss law, targeting professional investors and eligible counterparties.
Regulatory Alignment with Swiss DLT Act
a. Issuing ledger-based securities that are legally recognized and tokenized on Cardano’s blockchain.
b. Leveraging licensed DLT trading facilities for secondary market liquidity.
c. Ensuring clear, cryptographically secure ownership proof.
Investor Engagement:
a. Professional Investors and Eligible Counterparties: Streamlined processes with reduced regulatory burdens, offering attractive investment opportunities.
b. Retail Investors: Providing enhanced protections through prospectus requirements, suitability checks, and simplified disclosures.
Compartmentalized Investment Structure:
a. Each project’s funding is segregated into dedicated compartments, protecting assets and allowing tailored risk management.
Cost-Effective Compliance:
a. Private Placement Exemptions: Minimizing compliance costs for professional investors by utilizing FINMA’s exemptions.
b. Cross-Border Market Access: Using Switzerland’s EU equivalence agreements to extend market reach without duplicating regulatory efforts.
C. Why This Approach?
Our approach leverages Switzerland’s innovation-friendly DLT Act and FINMA’s clear regulatory framework because:
- Efficiency: Switzerland offers a simpler, more cost-effective compliance path compared to BaFin and MiC
- Trust: FINMA’s globally recognized standards instill confidence in professional investors and eligible counterpartie
- Scalability: The framework supports tailored solutions for projects of varying sizes while ensuring asset segregation and securit
D. Who Will Our Project Engage?
Our project engages:
- Professional Investors: Banks, investment firms, pension funds, and high-net-worth individuals seeking compliant blockchain-based investments.
- Eligible Counterparties: Large financial institutions and supranational organizations, such as central banks and governments.
- Regulated Custodians and Trading Platforms: Key partners for asset custody and liquidit
In Switzerland, investor types are classified under the Swiss Financial Services Act (FinSA) into the following categories:
+ Additional information to understand different investor types and target group
a. Retail Investors
Definition: Individuals or entities that do not meet the criteria for professional investors.
Characteristics: Receive the highest level of protection under FinSA. Require suitability and appropriateness checks to assess risk tolerance and financial knowledge. Must be provided with detailed disclosures, including prospectuses and Key Information Documents (KIDs) for financial products. Examples: Individual investors without significant financial knowledge or experience.
b. Professional Investors
Definition: Investors deemed knowledgeable and capable of understanding financial risks without the need for extensive regulatory protections. Subcategories:
b1. Institutional Investors: Banks, insurance companies, pension funds, and regulated investment firms.
b2. Large Corporations: Companies meeting at least two of the following thresholds: Balance sheet total: ≥ CHF 20 million. Net turnover: ≥ CHF 40 million. Equity capital: ≥ CHF 2 million.
b3. High-Net-Worth Individuals (HNWIs): Option 1: CHF 500,000 in investable assets and proven financial expertise. Option 2: CHF 2 million in investable assets without expertise.
c. Eligible Counterparties. Definition: Regulated entities and organizations with significant market experience and financial resources, requiring minimal regulatory protections. Examples: Regulated financial institutions (banks, credit institutions, insurance companies). Governments and central banks. Supranational organizations like the European Union (EU) or the International Monetary Fund (IMF).
d. Opted-Out Retail Investors. Definition: Retail investors who voluntarily waive their retail status to be treated as professional investors. Criteria for Opt-Out: Meet the HNWI thresholds for wealth and expertise. Sign a declaration acknowledging the risks of reduced protection.
E. How Will We Prove Impact?
We will measure impact through:
- Funding Secured: Tracking the total funds raised for Cardano projects.
- Investor Engagement: Demonstrating increased participation from professional investors and eligible counterparties.
- Market Liquidity: Evaluating trading volume and liquidity on licensed DLT trading platforms.
- Project Success: Monitoring the growth, adoption, and innovation of funded Cardano projects.
- Regular reporting, combined with blockchain transparency, ensures accountability and clear proof of succes
F. What is Unique About Our Solution?
Our solution stands out due to:
- FINMA Compliance: Leveraging Switzerland’s regulatory advantages for streamlined, legally robust funding mechanisms.
- Tailored Compartmentalization: Isolating each project’s funding to mitigate risks and enhance investor confidence.
- Cross-Border Reach: Expanding market access through Switzerland’s EU equivalence agreements.
- Blockchain Integration: Utilizing Cardano’s secure, scalable blockchain for ledger-based securities issuance
+ Additional information Cross-Border Reach
Switzerland’s equivalence agreements with the EU provide a significant advantage for Swiss-based financial services, including the issuance of ledger-based securities under the Swiss DLT Act. These agreements facilitate streamlined access to EU markets, allowing Swiss financial institutions and products to operate under similar regulatory conditions as EU-based counterparts without the need for duplicative compliance measures. Equivalence agreements are bilateral arrangements where the European Commission recognizes that a third country’s regulatory framework is equivalent to EU standards. This recognition simplifies cross-border operations by reducing legal and procedural barriers between jurisdictions. Benefits for Swiss-Based Issuers:
Access to EU Professional Investors and Markets:
Swiss issuers of electronic securities can target professional investors across the EU without requiring additional authorization or compliance with specific EU regulations like MiCA or BaFin rules. This simplifies the marketing and distribution of Swiss-compliant financial products.
Streamlined Operations:
Swiss entities benefit from reduced compliance costs as they do not need to restructure their offerings to meet EU regulations if equivalence applies. For example, prospectuses approved under Swiss FinSA may be recognized in the EU for professional investors, avoiding the need for duplicative approvals.
Enhanced Market Reach
Swiss issuers gain access to the EU’s large investor base, significantly increasing the potential capital available for projects. Cardano projects issued under Swiss law can be marketed and distributed efficiently across multiple EU countries.
G. Who Benefits and Why This is Important to Cardano?
- Cardano Projects: Gain access to sustainable, scalable funding mechanisms.
- Investors: Receive secure, compliant opportunities to invest in blockchain innovation.
- Cardano Ecosystem: The solution drives ecosystem growth, attracting more developers, users, and institutional interest.
+ Additional information / Glossary of Key Terms
- FINMA: Swiss Financial Market Supervisory Authority, regulating financial markets and ensuring compliance.
- Electronic Securities: Digital representation of traditional securities recorded on a ledger or DLT.
- DLT (Distributed Ledger Technology): Decentralized technology enabling secure, immutable transaction recording.
- Professional Investors: Entities or individuals meeting specific wealth or expertise thresholds for investments.
- Eligible Counterparties: Regulated entities like banks or governments engaged in high-level financial transactions.
- Compliance: Adhering to regulatory requirements like FINMA, AML, and KYC standards.
- KYC (Know Your Customer): Process of verifying the identity of clients to prevent fraud or money laundering.
- AML (Anti-Money Laundering): Policies to detect and prevent illicit financial activities.
- Tokenization: Converting asset ownership into blockchain-based digital tokens.
- Ledger-Based Securities: Securities registered on a blockchain ledger under the Swiss DLT Act.
- Compartmentalization: Isolating assets and liabilities into separate legal entities for risk management.
- Risk Disclosure: Informing investors about potential risks associated with an investment.
- Swiss DLT Act: Legal framework recognizing blockchain-based securities in Switzerland.
- MiFID II: EU regulation for transparency and investor protection in financial markets.
- Equivalence Agreements: Cross-border recognition of regulatory frameworks, simplifying market access.
- Retail Investors: Non-professional individuals investing without significant financial expertise.
- HNWIs (High-Net-Worth Individuals): Wealthy individuals meeting specific financial thresholds for investments.
- Key Information Document (KID): Simplified document explaining risks and details of an investment for retail investors.
- Custodians: Entities safeguarding securities or assets on behalf of investors.
- Secondary Market Liquidity: Ability to trade securities on platforms after initial issuance.
- Prospectus: Official document disclosing information about securities offered to the public.
- AML Act: Swiss law ensuring anti-money laundering compliance.
- Transparency: Clear and accurate reporting of risks, costs, and terms to investors.
- Trading Facility: Platform authorized to trade securities, including DLT-based assets.
- Cross-Border Access: Ability to offer securities across multiple jurisdictions.
- FATCA: U.
- AEOI (Automatic Exchange of Information): Global standard for exchanging tax-related financial information.
- Liability Umbrella: Entity providing compliance coverage for investment offerings.
- Security Agent: Entity safeguarding investor interests and managing securities.
- Securitization: Converting assets into securities for sale to investors.