Regulation D 506(c) · ERC-3643 Tokenized Security
PHC Investment Memorandum
Pure Holding Company is raising working capital through a compliant, on-chain tokenized securities offering. This investment memorandum details the funding requirements, investor terms, and return structure.
$8.34M
Target Capital Raise
View Funding Requirements ↓
Important Legal Disclosure: This investment memorandum is for informational purposes only and is directed exclusively to accredited investors as defined under SEC Rule 501. This offering is made in reliance on the exemption from registration provided by Regulation D, Rule 506(c) of the Securities Act of 1933. Past performance is not indicative of future results. Investment in tokenized securities involves risk, including possible loss of principal.
Section 1
Company Overview
Pure Holding Company — the infrastructure behind compliant, on-chain tokenized real-world assets.
🏛️
PHC
Pure Holding Company
🤝
Partner B-D
Broker-Dealer Framework
⛓️
ERC-3643
Token Standard
🎯
$8.34M
Capital Raise Target
What PHC Does
PHC is a technology platform that enables real-world asset (RWA) capital raises through ERC-3643 tokenized securities and ONCHAINID compliance. PHC structures, tokenizes, and manages compliant security offerings on the Ethereum blockchain.
Operational Compliance
PHC uses pre-established agreements with registered Broker-Dealers — no direct B-D obligations are required during the startup phase. All offerings are structured under Regulation D 506(c), limiting participation to verified accredited investors.
Technical Standard
All assets use Ethereum ERC-3643 + ONCHAINID for programmable, on-chain compliance enforcement. Every transfer, dividend, and trade is automatically validated by the identity registry — no manual processing.
Section 2
Funding Requirements
Complete capital structure, use of proceeds, and offering terms for the PHC Reg D 506(c) token offering.
| Offering Term |
Detail |
Notes |
| Total Raise Target |
$8,340,000 |
Reg D 506(c) |
| Security Type |
ERC-3643 Tokenized Equity / Revenue Share |
TOST Token |
| Token Price |
$0.25 per TOST |
Fixed offering price |
| Total Supply (Raise) |
33,360,000 TOST |
At $0.25 = $8.34M |
| VIP Investor Slots |
200 Investors |
Accredited Only |
| Allocation per VIP |
1,000,000 TOST (Joining Bonus) |
$25,000 – $62,500 cash deployment |
| Minimum Investment |
$25,000 |
Per investor per tranche |
| Maximum Investment |
$62,500 |
10–25% of $250K position |
| Revenue Share |
85% of PHC platform revenue |
Automated via Smart Contract |
| Holding Period |
12 months minimum |
Reg D 506(c) requirement |
| Network |
Ethereum Mainnet |
ERC-3643 standard |
| Compliance |
ONCHAINID + AML/KYC |
On-chain enforcement |
Use of Proceeds
Capital raised through the PHC offering is deployed into three primary categories: (1) Real-world asset acquisition and tokenization — funding approved RWA projects submitted to the PHC pipeline; (2) Platform infrastructure — development and maintenance of the ERC-3643 token issuance and compliance infrastructure; (3) Regulatory and legal compliance — ongoing costs for Broker-Dealer partnerships, ONCHAINID identity registry, and ATS integration.
Revenue Generation Model
PHC generates platform licensing fees, tokenization service fees, and revenue-share income from funded RWA projects. 85% of all platform revenue is automatically distributed to TOST holders via smart contract on a proportional basis — no claim required.
Risk Factors
Investment involves risk. Key risks include: regulatory changes affecting tokenized securities; liquidity constraints during the 12-month holding period; smart contract risk; and dependency on PHC's ability to onboard revenue-generating RWA projects. Investors should review all offering documents and consult independent legal and financial counsel before investing.
Section 3
Investor Position
What you receive as a VIP TOST holder — your on-chain identity, holdings, and economic rights.
🪙
1,000,000
TOST Holdings (VIP)
💵
$250,000
Position Value @ $0.25
📊
10–25%
Raise Allocation Range
🔐
Active
ONCHAINID Status
How You Receive Securities
Once your ONCHAINID is verified and your wallet is whitelisted, ERC-3643 mints tokens directly to your wallet — no custodian, no delay, no paperwork. Ownership is on-chain and immediately verifiable.
Allocation Range
Each VIP investor deploys $25,000–$62,500 of their $250,000 position (10–25%) into the PHC capital raise as an independent investor. The Joining Bonus of 1,000,000 TOST is credited to your ONCHAINID-verified wallet upon onboarding completion.
Your ONCHAINID — Your Compliance Passport
ONCHAINID is your permanent on-chain identity. Every token transfer, dividend distribution, and secondary market trade is automatically validated against it. Your rights, restrictions, and verified accredited investor status travel with your identity — enforced by smart contract on every transaction.
Economic Rights
VIP holders receive: (1) proportional share of 85% of PHC platform revenue, paid automatically by smart contract; (2) voting rights on approved capital deployments; (3) ATS secondary market transfer eligibility after the 12-month holding period; (4) priority allocation in future PHC tokenization tranches.
Section 4
Exit Strategy
Three defined liquidity paths from your TOST / tokenized security position.
1
Secondary Market Transfer (ATS)
Transfer tokens to another whitelisted ONCHAINID holder via tZERO, INX, or Oasis Pro Markets once your 12-month holding period is satisfied. Settlement is instant, on-chain. No broker intermediary required — your ONCHAINID handles the compliance check automatically at the contract level.
2
Redemption / Buyback Event
If PHC or the issuer schedules a buyback or maturity event, tokens are redeemed at the contract-specified price — distributed automatically by smart contract directly to your wallet. No forms, no delay, no manual claim. The redemption price and schedule are set at the time of the buyback event.
3
TOST Liquidity Conversion
Reallocate capital back into TOST trading on supported platforms, capturing price appreciation as PHC's revenue base grows toward the $8.34M licensing target. As the platform scales and more RWA projects are funded, TOST market value is expected to reflect cumulative revenue performance.
Holding Period Requirement
Reg D 506(c) securities require a minimum 12-month holding period before secondary transfer is permitted. During this period, revenue distributions (85% of platform revenue) are paid automatically to token holders — your capital continues working throughout the lock-up.
ATS Partners
PHC-issued tokens are transfer-eligible on the following ATS platforms (subject to individual platform onboarding): tZERO · INX Digital · Oasis Pro Markets. Each platform requires its own ONCHAINID verification, which PHC assists with during the onboarding process.
Section 5
ROI Projection
Illustrative return scenarios based on $25K–$62.5K allocation from a 1M TOST position.
Illustrative Payout — Conservative
$5,000
0.5% token weight × $1M distribution period
Auto-paid to your wallet. No forms. No delays.
Illustrative Payout — At $8.34M Revenue
$35,445
0.5% of 85% of $8.34M platform revenue
Proportional to your share of total supply
🏦
$8.34M
PHC Revenue Target
⚡
Auto
Smart Contract Payout
📅
24/7
Distribution Availability
Your Token Weight
Your payout is proportional to your share of total supply. A 1,000,000 TOST VIP position at a total supply of 200,000,000 TOST represents a 0.5% token weight. As PHC's revenue base grows toward $8.34M, periodic distributions scale with it — automatically, via smart contract.
Where the ROI Comes From
PHC funds approved real-world projects using capital raised by VIP TOST holders. As funded projects generate revenue, 85% flows back automatically to token holders via smart contract — no intermediary, no manual claim required. Revenue sources include: platform licensing fees, tokenization service fees, and revenue-share from funded RWA projects.
Projection Disclaimer
Projections are illustrative only and based on stated revenue targets. Actual returns depend on PHC's ability to generate platform revenue, onboard RWA projects, and maintain operational compliance. These figures do not constitute a guarantee of return.
Section 6
How to Invest
5-step regulated process to receive your TOST tokenized securities and join the VIP investor pool.
1
Onboarding & KYC / AML Verification
Complete identity verification and anti-money-laundering checks. US offerings are limited to accredited investors with qualifying annual income ($200K individual / $300K joint) or net worth exceeding $1M excluding primary residence. Non-US investors may qualify under applicable local regulations.
2
Wallet Whitelisting via ONCHAINID
Your wallet is whitelisted at the smart contract level. ONCHAINID confirms your accredited investor status and AML clearance on every transfer — automatically. No transfer can occur without on-chain identity validation, ensuring ongoing compliance without manual oversight.
3
Review Offering Documents
Review PHC offering documents, compliance disclosures, and this investment memorandum. Assets are available via tZERO, INX, or Oasis Pro Markets. PHC's compliance team is available to walk through the offering structure, use of proceeds, and risk factors with prospective investors.
4
Investment & Token Issuance
Purchase TOST tokens using fiat (USD wire) or approved stablecoins (USDC / USDT). Ownership is recorded instantly on-chain via ERC-3643, with lock-up periods enforced automatically by smart contract. Your Joining Bonus of 1,000,000 TOST is credited to your whitelisted wallet within 24 hours of settlement.
5
Asset Lifecycle & Distributions
Hold tokens to receive automated revenue distributions (85% of platform revenue), voting rights on capital deployments, and eligibility for ATS secondary market transfer after the 12-month holding period. All distributions are paid directly to your verified wallet — no forms, no delays, no intermediary.
Ready to Begin?
Start your onboarding through the Investor Guide — the complete step-by-step process for KYC, wallet setup, and ONCHAINID registration.
Section 7
Raise Capital for Your Project
Submit your real-world project for PHC review — tokenize it and raise working capital from VIP investors.
⛓️
Tokenize
ERC-3643 Offering
💸
Fund
VIP Investor Capital
How It Works for Project Owners
PHC structures your capital raise as a tokenized security under Reg D 506(c). Your project is reviewed, tokenized on ERC-3643, and offered to the VIP investor pool — no traditional broker-dealer infrastructure required on your side. PHC handles the compliance wrapper.
VIP Investor Connection
The 200 VIP holders — each holding 1,000,000 TOST — form the primary capital pool. Their Joining Bonus directly funds approved PHC projects, with ROI returned automatically as project revenue is generated. Project owners benefit from a pre-qualified, compliance-verified investor base with no retail fundraising overhead.
Eligible Project Types
PHC accepts submissions across: Commercial & Residential Real Estate · Business Expansion Capital · Infrastructure & Energy Projects · Commodity & Natural Resources · Technology & IP Royalty Streams · Revenue-Generating Operating Businesses
Submission Requirements
Projects must include: executive summary; financial projections (3-year minimum); legal entity documentation; proposed use of proceeds; revenue sharing or repayment structure; and evidence of asset or operational viability. PHC's review team will contact qualified applicants within 10 business days.
Ready to Participate?
Complete your investor onboarding, get your ONCHAINID verified, and join the 200 VIP holders backing PHC's real-world asset tokenization platform.