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Simulation · All loan data on this site is test data · Information products, not securities

ms2now.com

MMS2Private capital markets

Architecture

Three layers, each with its own authority.

The reference layer is built. Contract binding is a proposal. Market adoption is conditional. Mixing those authorities is how an information product gets mistaken for a security.

Layer 3

Market participants

Adoption is conditional on legal rights, transferability, and exchange acceptance. MS2 does not treat that as given.

Layer 2

Contract binding and tokenization

A proposed binding of the contract record — document hashes, identity reconciliation, permissioned access, and event logs. Research and a controlled demonstration, not a production deployment.

Layer 1

MS2

The Knowledge Token: identity, provenance, and integrity of what has been observed. Tokenization, if pursued, sits on top of this layer. Never in front of it.

Five steps turn filings into daily records.

  1. 01

    Source

    10-K, 10-Q, and audited note text.

  2. 02

    Extract

    Borrower, security type, par, spread, maturity, fair value, cost, and non-accrual.

  3. 03

    Entity link

    Match borrower and lender to the legal-entity graph.

  4. 04

    Valuation

    Fair-value-to-cost ratio, implied yield, and comps — only where the evidence supports them.

  5. 05

    Output

    Daily records, and over time a spread-by-tenor curve.

Layer 2

Bind the token to the legal record without replacing it.

Proposed research on smart-contract and vital-records integration. Smart contracts are treated as narrow if-then protocols. This is research and a controlled demonstration, not a production deployment.

Document binding

SHA-256 hashes confirm byte integrity only. They do not establish legal validity or perfection.

Identity reconciliation

Each obligor and instrument is matched, pending, or unmatched against the legal-entity graph.

Permissioned access

Role- or registry-based gates. Confidential records stay off any public layer.

Workflow logging

Payment notices, amendment dates, and non-accrual flags can be logged against the bound record.

  1. 01

    Collect and hash

    Loan agreement, collateral documents, amendments, and notices, each hashed and bound to the asset’s Knowledge Token.

  2. 02

    Reconcile identity

    Obligor and instrument linked to legal-entity identifiers.

  3. 03

    Gate access

    Permissioned access controls who can open confidential documents.

  4. 04

    Log material events

    Payment notices, amendment dates, and non-accrual flags.

  5. 05

    Publish the record

    The bound record stays current as the contract changes. The contract remains the legal source.

Published by MS2

Knowledge Token

Information and provenance: identity, evidence, and integrity of the bound contract. An information product. Not an economic interest.

Separate instrument

Series SPV economic token

A proposed economic interest in one loan or pool, issued by a bankruptcy-remote SPV with an independent trustee. Transfers would run through licensed transfer-agent and broker-dealer partners, with permissioned restrictions, and only after securities analysis.

Authority stays explicit end to end.

  1. Ledger
  2. Publication contract
  3. Token
  4. Layer 2
  5. Potential adoption
  • A token identifies a qualified asset occurrence unless legal instrument identity is separately established.
  • Hashes prove integrity, not legal validity or perfection.
  • No full covenant logic or waterfalls are placed on-chain.

Five entities stay apart.

Platform, servicing, and distribution are not the same legal person. The sponsor holds no loans.

  • Sponsor / IP company

    Owns software, data models, and identifiers. Holds no loans or tokens.

  • Manager / servicer

    Earns fees. Does not own the loans.

  • Series SPVs

    Hold the assets. One bankruptcy-remote series per loan or pool.

  • Licensed transfer agent and broker-dealer partners

    Handle registration and KYC/AML.

  • Nonprofit

    Receives an educational license only.

One bankruptcy-remote Series SPV per loan or pool.

  • Delaware LLC or statutory trust, with an independent trustee or director.
  • Acquires the loan or participation and issues tokens for economic interests.
  • Transfer restrictions applied only after securities analysis.

Cash follows a fixed map.

  1. 1Borrower pays the servicer
  2. 2Servicing and admin fees paid
  3. 3Platform fees deducted
  4. 4Reserves set aside in the SPV
  5. 5Net cash distributed pro rata to token holders

Illustrative: $610,000 on a $100 million loan.

Year-one platform revenue. Placeholders only.

  • Issuance0.50% of principal$500,000
  • Reference / data0.10% per year$100,000
  • Secondary transferIllustrated on 20% turnover$10,000

At $1 billion of loans, the same schedule is about $9 million, including roughly $3 million of subscriptions. All figures are placeholders.

Four risks, each with a named mitigant.

Securities characterization

Counsel review, information-product positioning for the Knowledge Token, and licensed partners where an economic instrument is involved.

Bankruptcy remoteness

Independent trustee, true-sale documents, and a separate SPV — none of which is assumed to be complete.

Data quality and short history

Audited public filings and transparent disclosure of what those filings do not contain.

Smart-contract boundaries

Hashes for integrity only. Functions stay narrow and auditable. The contract remains the legal authority.

One demonstration would select a single qualified reference asset, bind a ledger-derived token to simulated or authorized documents, and show hash verification plus permissioned verification. Technical test only. Not a certification of exchange-tradability.