OzTokenize is building Australia’s compliance-first infrastructure for real-world asset (RWA) tokenization. The platform enables investors — Wholesale — to access institutional-grade alternative investments through a fully regulated Managed Investment Scheme (MIS) structure, enhanced by blockchain-based ownership records.

1.1 The Opportunity

The Reserve Bank of Australia’s Project Acacia identified that asset tokenization could unlock AUD 16.7 billion per year in efficiency gains across Australian capital markets. The Digital Assets Framework Bill 2025, combined with updated ASIC guidance (Information Sheet 225, October 2025), has created the clearest regulatory pathway for compliant tokenization that Australia has ever seen.

1.2 The Solution

OzTokenize provides the bridge between traditional fund administration and blockchain technology. The platform operates as a Corporate Authorised Representative (CAR) under an existing Australian Financial Services Licence (AFSL), with an independent Trustee acting as custodian of all scheme assets.

The platform’s architecture is built on a Head Trust with individual Sub-Trusts for each asset class, following a wrap-account / master-fund model that trustees and regulators understand. Tokens issued on the Ethereum blockchain represent digital records of beneficial ownership in each Sub-Trust. The token does not create or replace the legal interest; the legal interest arises from the Trust Deed and Information Memorandum, as it always has.

1.3 Initial Asset Classes

OzTokenize launches with three asset verticals: real estate development (Sub-Trust acquires property via put-and-call option), technology equity (SAFE-based investment in Alphractal, a crypto analytics SaaS), and luxury car rental income (asset-backed income fund operated by Velo Rentals with token-based vehicle tracking). A fourth vertical, infrastructure and development projects, will follow in subsequent phases.

1.4 Key Differentiators

• Compliance-first architecture: every feature maps to a Corporations Act obligation before it maps to a blockchain function.
• Independent Trustee oversight: dual-control banking, threshold-based expense approval, and quarterly compliance attestation.
• Full KYC/AML/CTF via Sumsub: including PEP screening and ongoing monitoring.
• Triple-layer automated audit: financial reconciliation, smart contract verification, and regulatory compliance checks.
• Wholesale from day one: full regulatory compliance for both investor classes, with PDS for retail and IM for wholesale.
• SwapAroo integration: regulated fiat-to-crypto on-ramp/off-ramp for international investors, operating under dual AUSTRAC licences with Westpac banking.

1.5 Financial Outlook

The platform targets AUD 50 million in Assets Under Management (AUM) in Year 1 and AUD 100–200 million by Year 2, driven by capital deployment across the initial three asset verticals. Revenue is generated through upfront structuring fees, ongoing management fees, capital raise fees, and platform technology fees.

2.1 Market Opportunity

Global real-world asset tokenization is projected to reach USD 16 trillion by 2030 (Boston Consulting Group). Within Australia, the RBA’s Project Acacia (2024–2025) concluded that tokenization could generate AUD 16.7 billion per year in operational efficiencies from reduced settlement times (T+0 versus T+2), automated compliance, fractional ownership, and elimination of intermediary layers.

Australia’s position is uniquely favourable: mature financial services regulation, a sophisticated investor base with AUD 3.9 trillion in superannuation capital (2025), and government support through Treasury consultation and the Digital Assets Framework Bill 2025.

2.2 Regulatory Developments

1. ASIC Information Sheet 225 (Updated October 2025): Confirms that tokens representing interests in a MIS are financial products under Chapter 7 of the Corporations Act. Eliminates regulatory ambiguity.
2. Digital Assets Framework Bill 2025: Proposes licensing regime for digital asset service providers, creates taxonomy for digital assets, establishes regulatory sandbox.
3. RBA Project Acacia: Demonstrated that programmable settlement on DLT can coexist with Australia’s existing payment infrastructure.

2.3 The Gap in the Market

Existing platforms fall into two categories: technology-first projects that struggle with regulation, and traditional fund managers treating blockchain as marketing. Neither produces infrastructure a Trustee can confidently underwrite.

OzTokenize occupies the space between these extremes. Designed from the ground up for Trustee compliance requirements, with blockchain layered on a structure that functions as a regulated investment platform even without a single token minted.

Every element exists because a specific provision of the Corporations Act, an ASIC Regulatory Guide, or the AML/CTF Act requires it.

3.1 Managed Investment Scheme (MIS) Structure

OzTokenize operates as a registered Managed Investment Scheme under Chapter 5C of the Corporations Act 2001. The model is a Head Trust with individual Sub-Trusts for each asset class — a wrap-account / master-fund architecture allowing investors to onboard once (single KYC/AML), then allocate to individual Sub-Trusts with distinct risk profiles and distribution methodologies.

3.2 The CAR Agreement

OzTokenize operates as a Corporate Authorised Representative (CAR) under an existing AFSL holder. This is a bridge to a standalone AFSL. The architecture ensures the transition requires no structural changes to the trust framework, investor accounts, or compliance systems.

3.3 Trustee and Custodial Oversight

An independent, Melbourne-based Trustee with extensive fund administration experience acts as custodian of all scheme assets:

• Holding all scheme assets (bank accounts, property titles) on behalf of investors
• Dual-signature control over the Applications Account
• Approving expenditure above thresholds on the Operational Account
• Quarterly compliance attestation on KYC/AML status
• Reconciling platform data against their own records via API data feeds
• Reviewing and signing off all IM/PDS documents before issuance
• Oversight of related-party transactions

The Trustee does not access the OzTokenize platform directly. The platform provides structured API data feeds ingested into the Trustee’s own compliance and reconciliation systems.

3.4 Investor Classification

OzTokenize accepts Wholesale investors from launch. Wholesale: AUD 500,000+ single transaction, or accountant certificate (net assets AUD 2.5M+ or gross income AUD 250K+ p.a. for two years). Retail: Product Disclosure Statement (PDS) in compliance with Part 7.9 of the Corporations Act, with consumer protection measures including cooling-off periods where applicable.

For retail custody, OzTokenize engages an external custodian meeting the AUD 10 million NTA requirement, or satisfies the NTA threshold directly.

3.5 Three Regulators

3.6 Jurisdiction and Investor Restrictions

• Sanctioned countries (DFAT consolidated list) excluded entirely.
• United States persons excluded at launch (withholding tax complexity, SEC/CFTC overlap).
• Commonwealth countries accepted where wholesale/retail tests are substantially equivalent.
• Jurisdiction screening automated at onboarding via Sumsub, with manual review for edge cases.

OzTokenize’s architecture follows the same principle as the legal structure: every traditional function must work independently before the blockchain layer is applied.

4.1 Four-Layer Architecture

4.2 Blockchain: ERC-1400 Security Tokens

OzTokenize deploys on the Ethereum blockchain using ERC-1400 security token standards:

• Partition-based ownership: each Sub-Trust’s tokens exist in a separate partition.
• Transfer restrictions: whitelist-based transfers; only KYC-verified investors can hold tokens.
• Forced transfers: operator-controlled for regulatory scenarios (court orders, deceased estates).
• Document linking: on-chain references to IM, Trust Deed, distribution statements.
• Controlled issuance: tokens minted only when subscription confirmed (payment cleared, KYC verified).

4.3 Hybrid Custody Model

• Traditional assets (bank accounts, property titles, share certificates): held by the Trustee/Custodian under the Trust Deed.
• Digital assets (tokens): the smart contract is the custody mechanism, with multi-signature key management.
• Crypto assets (where applicable): institutional-grade wallet infrastructure with multi-sig authorisation.

4.4 Integration Map

5.1 Investor Lifecycle

1. Registration: investor creates an account and provides personal/entity details.
2. Sub-Trust Selection: investor browses opportunities with IM/PDS, risk disclosures, fee structures, and distribution methodology.
3. KYC/AML: Sumsub performs identity verification, document checks, PEP screening, sanctions screening, and jurisdiction validation.
4. Classification: wholesale (AUD 500K+ or accountant certificate).
5. Subscription: application submitted with IM/PDS acknowledgment and investor declaration.
6. Payment: funds transferred to Applications Account (Trustee-controlled). Cleared funds and KYC verification required.
7. Token Issuance: ERC-1400 tokens minted in the relevant Sub-Trust partition.
8. Ongoing: distribution statements, tax documents, performance updates via the portal.
9. Redemption: platform calculates NAV-based value, Trustee approves, tokens burned, funds disbursed.

5.2 Asset Owner Flow

• Onboarding: propose an asset, OzTokenize conducts due diligence, structures the Sub-Trust, engages lawyers for the IM.
• Operations: submit operational reports, expense claims, maintenance records via dashboard.
• Expenses: below threshold = auto-approved; above threshold = Trustee approval required.
• Income data: provide raw data (rental income, revenue) for distribution calculations.
• Related-party disclosure: platform flags relationships and enforces enhanced approval requirements.

5.3 Trustee Flow

• API data feeds: investor registry, KYC status, transaction ledger, bank reconciliation data, distribution calculations, expense approvals. No web portal access.
• Quarterly attestation: reviews complete KYC register and attests to compliance.
• Expense approval: above-threshold expenses appear in approval queue.
• Bank control: dual-signature on Applications Account, visibility over Operational Account.
• IM/PDS review: every disclosure document is reviewed and signed off before issuance.
• Triple-source reconciliation: platform data vs. bank statements vs. on-chain token registry.

6.1 Applications Account (Trust Account)

• Held in the Trustee’s name (or jointly under dual-signature).
• All investor subscription payments are directed here.
• No funds released without dual authorisation (OzTokenize initiates, Trustee approves).
• Distribution payments disbursed from this account after Trustee review.

6.2 Operational Account

• Funded by transfers from Applications Account (Trustee-approved).
• Below threshold: approved autonomously by OzTokenize.
• Above threshold: Trustee approval required (logged, time-stamped, auditable).
• Property development: stage-gate funding per construction milestone.

6.3 Subscription Flow

6.4 Distribution Flow

6.5 Redemption Flow

1. Investor submits redemption request (subject to lockup if applicable).
2. Platform calculates NAV-based redemption value.
3. Trustee reviews and approves.
4. Tokens burned; investor registry updated.
5. Proceeds transferred to investor’s bank account.

7.1 Sumsub Integration

Outsourced under formal outsourcing agreement (Trustee requirement):

• Identity document verification with liveness detection
• Address verification
• Sanctions screening (DFAT, OFAC, EU, UN)
• PEP screening with ongoing monitoring
• Adverse media screening
• Automated ongoing monitoring with re-verification triggers

7.2 KYC Status Lifecycle

7.3 Trustee Attestation

Quarterly review: all active investors Clear, flagged/suspended managed, PEP checks completed, Sumsub outsourcing agreement in good standing.

7.4 AUSTRAC Considerations

No separate AUSTRAC registration at launch (no secondary market, no exchange/remittance). SwapAroo holds dual AUSTRAC licences independently.

8.1 Real Estate: Property Development

Structure: Individual Sub-Trust acquires property (or right to acquire via put-and-call option). Tokens issued after legal ownership transfers.

First Asset: Cleveland, QLD. Three-quarters through construction. Tokens issued only after ownership transfer to Sub-Trust. Investors receive tokens representing an actual property, not a promise.

Pipeline: Southport. Hotel on Gold Coast.

Valuation: Independent registered valuer at acquisition, annual revaluations, NAV per token = (Property Value + Cash - Liabilities) / Total Tokens.

Compliance: independent valuation, stage-gate expenses, GST registration, accounting firm manages depreciation/tax.

8.2 Technology Equity: Alphractal

Structure: SAFE into NorTech Labs Pty Ltd (Australia), which holds IP for Alphractal, a crypto analytics SaaS (Delaware, USA).

Business: ~25,000 registered users, <2% conversion, USD 39/month starting. Raising seed round for AUD 2M marketing investment.

Terms: 24-month lockup. Token pricing from SAFE valuation cap, adjusted for subsequent events.

8.3 Luxury Car Rental Income

Structure: Sub-Trust acquires pool of 2–3 vehicles (~AUD 1M). Operated by Velo Rentals.

Token-Based Vehicle Tracking: Each vehicle’s token links to real-time operational data: GPS location, maintenance records, condition reports, mileage, service history. Updates via API feeds from vehicle management system and IoT devices.

Valuation: RedBook and CarSales APIs. Vehicles held until ~30,000 km, then sold.

Distribution: Weekly or monthly from net rental income after operating expenses (insurance, maintenance, management fees, depreciation). Accounting firm calculates tax components including GST and depreciation deductions.

The standard investor journey does not involve cryptocurrency. SwapAroo, a separate Nortech Labs brand, is invoked only for specific use cases.

9.1 SwapAroo Overview

AUSTRAC dual-licensed (digital currency exchange + remittance) with Westpac banking. Operates independently of OzTokenize’s scheme structure.

9.2 Three Use Cases

1. International investors (on-ramp): convert crypto to AUD via SwapAroo before subscribing.
2. International investors (off-ramp): convert distributions/redemption proceeds to crypto.
3. Operational crypto: Sub-Trusts with crypto-denominated expenses (e.g., Alphractal marketing).

Triple-layer audit architecture with continuous monitoring. Each layer operates independently; outputs are cross-referenced.

10.1 Financial Audit Layer

• Automated reconciliation: platform records vs. Applications Account vs. Operational Account bank statements.
• Distribution verification: engine output vs. accounting firm’s independent calculation.
• Expense tracking: submissions matched against bank debits; unmatched items flagged.
• NAV calculation: cross-referenced against Trustee’s independent valuation.

10.2 Smart Contract Audit Layer

• Token supply: minted minus burned = active investor registry.
• Whitelist vs. KYC-cleared list: any discrepancy triggers immediate alert.
• Event log: all on-chain events compared against platform transaction records.
• Periodic security audits by independent blockchain security firms.

10.3 Regulatory Compliance Layer

• Continuous KYC status monitoring with automated alerts.
• Jurisdiction verification against updated sanctions lists.
• Related-party transaction flagging and enhanced review routing.
• Regulatory change tracking with impact assessment.
• Automated generation of Trustee quarterly attestation data packages.

10.4 Audit Trail

Every action generates an immutable record in three locations: platform database, Ethereum blockchain, and Trustee’s independent systems. Tampering requires simultaneous modification of three independent systems.

OzTokenize does not issue a native platform token. No utility token, no governance token. Tokens exist exclusively to represent beneficial ownership interests in individual Sub-Trusts.

11.1 Token Function

Each Sub-Trust’s tokens represent the holder’s proportional interest in that Sub-Trust’s assets. The token does not confer voting rights or governance authority beyond representing the economic interest from the Trust Deed and IM. The legal interest exists because of the Trust Deed; the token records it on-chain.

11.2 Token Pricing

11.3 No Secondary Market at Launch

Investors acquire tokens via primary subscription and exit via platform redemption. This avoids additional AUSTRAC registration and market licence requirements. Secondary market may be introduced in future phases as AUM grows and regulatory conditions permit.

11.4 Why ERC-1400

Three of OzTokenize’s first three asset classes involve related-party relationships. This is disclosed, managed, and subject to enhanced governance exceeding minimum requirements.

12.1 Identified Relationships

12.2 Governance Framework

1. Prominent disclosure: dedicated related-party section in each affected IM/PDS.
2. Independent valuation: all related-party terms independently assessed before execution.
3. Trustee oversight: Trustee reviews and approves all related-party transactions.
4. Ongoing reporting: flagged in every reporting cycle (distributions, expenses, annual reviews).
5. Investor consent: obtained where required by Trust Deed or Corporations Act.

12.3 Rationale

Related-party transactions in the initial pipeline reflect the pragmatic reality of launching a new platform. The governance framework is deliberately over-engineered to set the precedent for all future transactions, including those with no relationship to OzTokenize.

13.1 Principles

• Independence: valuations performed or verified by parties independent of the asset owner and OzTokenize.
• Third-party data: external, verifiable sources (registered valuers, market APIs, audited financials).
• Documentation: every valuation, methodology, inputs, and assumptions retained for compliance.
• Frequency: at acquisition, periodically (at least annually), and upon material change.
• Consistency: IM methodology applied consistently unless Trustee-approved change.

13.2 Asset-Specific Methods

13.3 Accounting and Tax

Accounting firm (currently being appointed) engaged at SPV level for each Sub-Trust: depreciation schedules, GST, tax components for distribution statements, annual financials. The accounting firm assumes professional liability for distribution calculations, creating clear accountability from accounting firm to Trustee to platform to investor.

14.1 Trustee Removability

Fees structured as service fees, not equity interests. Trust structure, bank accounts, and investor records exist independently of OzTokenize’s technology. In a transition, the Trustee appoints a replacement administrator and the scheme continues under the existing Trust Deed.

14.2 Financial Projections

15.1 Regulatory Risk

The Australian regulatory framework for digital assets is evolving. Changes to legislation or ASIC guidance could require structural modifications or impose additional costs. Mitigated through compliance-first architecture and ongoing regulatory monitoring.

15.2 Technology Risk

Smart contract vulnerabilities, blockchain disruptions, gas fee volatility. Mitigated through independent audits, hybrid architecture (platform functions without blockchain), and multi-sig key management.

15.3 Liquidity Risk

No secondary market at launch. Investors hold until the Sub-Trust’s defined exit event or redemption window. Disclosed in each IM/PDS.

15.4 Asset-Specific Risk

Property values may decline, startups may underperform, vehicles may depreciate faster. Detailed in each Sub-Trust’s IM/PDS.

15.5 Related-Party Risk

Three launch assets involve related-party relationships. Enhanced governance (Section 12) applies, but conflicts may not be fully eliminated by disclosure alone.

15.6 Counterparty Risk

Dependence on Sumsub, banking partners, Trustee, accounting firm, and legal counsel. Documented SLAs and contingency plans for critical provider replacement.

15.7 Operational Risk

Pre-revenue platform with typical early-stage risks: team dependency, funding requirements, track record building. CAR arrangement bridges to full AFSL.

Phase 1: Launch (Q2 2026)

Deliverables within 6–8 weeks of Trustee sign-off:

• Trust Deed execution (Head Trust + Sub-Trust provisions).
• First IM (Alphractal) reviewed by lawyers and Trustee.
• AML/CTF onboarding with Sumsub integration live.
• Bank accounts established (Applications + Operational).
• ABN/TFN obtained for scheme.
• CAR agreement signed with AFSL holder.
• Platform MVP: investor onboarding, KYC, subscription, token minting.
• Accounting firm appointed and integrated.
• Token-based vehicle tracking live for luxury cars.
• Trustee API data feeds fully operational.
• Triple-layer audit system automated.
• First assets live, Alphractal & Cleveland.

Phase 2: Expansion (H2 2026)

• Luxury cars & other asset Sub-Trusts live.
• Third-party asset owners onboarding pipeline open.
• AUM target: AUD 20–30 million.

Phase 3: Scale (2027)

• Fourth vertical: infrastructure and development projects.
• Third-party asset owners onboarded.
• AFSL application commenced.
• Secondary market feasibility assessment.
• Target AUM: AUD 50–100 million.

Phase 4: Maturity (2028+)

• Standalone AFSL obtained.
• Secondary market launch (with AUSTRAC registration).
• International expansion (NZ, Singapore, UK). With Whitelabel.
• Target AUM: AUD 200+ million.

17.1 Founding Team

17.2 External Advisors and Service Providers

17.3 Governance Principles

1. Independence: the Trustee operates independently and can act unilaterally if scheme members’ interests are at risk.
2. Transparency: all material information, conflicts, and operational data available to Trustee and investors via structured reporting.
3. Removability: OzTokenize can be replaced as scheme administrator without affecting investors’ legal rights, asset custody, or the trust structure.

• Corporations Act 2001 (Cth), Chapter 5C (Managed Investment Schemes) and Chapter 7 (Financial Products and Services)
• ASIC Regulatory Guide 166: AFS Licensing Financial Requirements
• ASIC Information Sheet 225: Digital Assets (Updated October 2025)
• Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth)
• Digital Assets Framework Bill 2025
• Reserve Bank of Australia: Project Acacia Reports (2024–2025)
• ASIC Regulatory Guide 136: Managed Investment Schemes
• DFAT Consolidated List of Sanctioned Entities