Introduction

The tokenisation of regulated financial instruments has emerged as one of the most concrete intersections between traditional finance and decentralised finance. In a landscape that frequently emphasises promised innovation over delivered substance, the meaningful initiatives are those that combine institutional-grade custody, regulated investment management and credible on-chain transparency, without forcing investors to choose between regulatory comfort and on-chain composability.

Within this landscape, Coinshift has launched the USPC / iUSPC programme: a tokenised structured-note instrument issued by Shift Capital Ltd and designed to offer professional investors exposure to a diversified portfolio of regulated investment products, including institutional money market funds, tokenised private credit and a delta-neutral crypto carry strategy. The programme is built on Ethereum mainnet and is supported by a counterparty stack that combines an FCA-regulated UK custodian, a FINMA-supervised asset manager, an independent NAV calculator, and a decentralised oracle network.

This article presents a factual overview of the product, its architecture, the counterparty stack supporting it, the transparency mechanisms through which holders can independently verify reserve adequacy, and the key risk categories disclosed by Coinshift. The information set out below is drawn from publicly available Coinshift materials, including the iUSPC Term Sheet, the public USPC DeFi Integration Guide, the Cantina security review, and on-chain references observable on Ethereum mainnet, and is not intended as legal, regulatory, tax or investment advice.

USPC / iUSPC is built on the premise that institutional allocators do not have to choose between regulatory comfort and on-chain composability, that the two can co-exist in a single, coherent product design.

1. The Product in Brief

USPC and iUSPC together form a two-token system. The simplest way to think about the design is as follows. iUSPC is the regulated legal claim: it is a permissioned token representing a direct interest in the structured-note programme issued by Shift Capital Ltd, gated by KYC and KYB onboarding at the holder level. USPC is a wrapper built on the ERC-4626 standard that holds iUSPC inside it: it inherits the economic interest of iUSPC but is freely transferable on Ethereum mainnet, subject only to a transfer-level deny-list.

This split, legal claim layer (iUSPC) and DeFi-facing wrapper (USPC), allows the same underlying interest to be expressed in two complementary forms, and is at the heart of how the programme reconciles regulated subscription discipline with on-chain composability. A lending protocol can accept USPC as collateral, a market maker can quote two-sided liquidity in a Curve pool, and an institutional treasury can subscribe directly to iUSPC, all referencing the same underlying portfolio.

The underlying portfolio is managed by Asset Management Switzerland AG, a FINMA-supervised asset manager, and the assets are held in custody with Archax Ltd, an FCA-authorised UK custodian. NAV is computed daily by an independent third-party calculator (Accountable Ltd) and published on-chain through a Chainlink NAVLink decentralised oracle feed populated by ten independent node operators.

2. Token Architecture

2.1 Two Complementary Tokens

The USPC programme is composed of two on-chain instruments, each performing a distinct function:

• iUSPC: a permissioned ERC-20 token representing a direct claim under the structured-note programme issued by Shift Capital Ltd. Holders must complete KYC, KYB and AML onboarding; the token enforces an allow-list at the holder level. iUSPC is the legal claim layer.

• USPC: an ERC-4626 vault that wraps iUSPC and is intended to facilitate composability within decentralised finance, including secondary markets and lending integrations. USPC is freely transferable subject to a transfer-level deny-list.

USPC is a yield-bearing vault share. Its underlying value evolves with the NAV of the iUSPC notes; yield accrues through appreciation of the underlying NAV rather than through a fixed parity to a fiat unit. The vault share price remains fixed at 1, with 1 USPC redeemable at all times for 1 iUSPC. In practical terms, USPC behaves like a continuously-compounding receipt of the same underlying interest, with the redemption ratio defined by the NAV of iUSPC against USDC:

1 USPC = 1 iUSPC (always). 1 iUSPC = NAV / 1e36 USDC (NAV increases over time as yield accrues).

2.2 Deployment on Ethereum Mainnet

Both tokens are deployed on Ethereum mainnet, the longest-standing settlement layer with the deepest institutional integration. The principal contract addresses, disclosed in the public USPC DeFi Integration Guide, are summarised below:

2.3 Issuance and Redemption Mechanics

iUSPC is issued upon completion of an off-chain subscription process. The investor signs the Subscription Agreement, completes KYC and AML onboarding, transfers USDC to the designated custody account, and the Issuer instructs the minting of iUSPC against receipt of subscribed value through the iUSPC Hub. The Hub processes primary issuance and redemption in batched cycles, which materially reduces the surface area for MEV extraction at the issuance layer.

Redemption follows a symmetric process: the investor submits a redemption notice, the Hub queues the request for batched processing, the applicable fee is deducted, the smart contract burns the iUSPC tokens, and settlement is performed in USDC after a defined cool-down period. A seven-day cool-down applies between subscription and effective entry into the strategy, and similarly between redemption request and settlement.

USPC is minted against deposit of iUSPC into the ERC-4626 vault, and burned against withdrawal of iUSPC from the vault. The vault therefore acts as a deterministic on-chain wrapper that does not, in itself, alter the legal claim represented by the underlying iUSPC. The vault enforces a minimum supply of 10,000 iUSPC (MIN_SHARES) on deposits, preventing dust-level deposits; this check does not apply to withdrawals.

2.4 The Compliance Model: Allow-list versus Deny-list

The two tokens implement complementary but distinct compliance models, set out in the public USPC DeFi Integration Guide:

• iUSPC enforces an allow-list at the holder level. Only addresses that have completed KYC/KYB onboarding and have been whitelisted by the Issuer can hold, send or receive iUSPC. Transfers of iUSPC outside of the allow-list are blocked at the smart-contract level.

• USPC enforces a deny-list at the transfer level. Any address may receive USPC unless it appears on the deny-list. This is deliberate: it allows USPC to be used as collateral in lending protocols, to be traded on DEXes, and to be received by liquidators or market makers, without forcing each of those counterparties to be individually allow-listed.

• The allow-list is checked only on the unwrap path (USPC → iUSPC). When a holder wishes to withdraw iUSPC from the USPC vault, the caller, owner and receiver must each be allow-listed both on the vault and on iUSPC. This ensures that the underlying legal claim cannot leave the regulated perimeter, even though the DeFi wrapper above it is freely transferable.

This dual-layer compliance model is one of the more distinctive design choices of the programme. It accepts the trade-off explicitly: USPC is freely transferable on a public blockchain, and the regulatory perimeter is enforced not by gating transfers, but by reserving primary subscription and redemption to the allow-listed holder set.

3. Investment Strategy and Underlying Portfolio

3.1 Tiered Liquidity Framework

The underlying portfolio is structured around a tiered liquidity hierarchy, where each tier corresponds to the time required to convert the asset to cash without material loss of value. The framework is designed to balance yield generation with redemption discipline, and to enforce a minimum proportion of the portfolio in highly liquid assets at all times. The structure, disclosed in the Term Sheet, is as follows:

The Term Sheet sets a liquidity-first mandate: at least 50% of assets are to be held in same-day redeemable positions, with the remainder distributed across Tier-2 and Tier-3 according to the investment manager's view of market conditions, capacity at each underlying fund, and the prevailing redemption queue. This is not a soft objective; it is implemented through a Liquidity Coverage Ratio discipline at the portfolio level, described further in Section 7.

3.2 Underlying Instruments

The investment universe combines traditional institutional fund products with tokenised access to private credit and a delta-neutral crypto carry strategy. Each instrument plays a distinct role in the overall portfolio:

BlackRock ICS USD Liquidity Fund

Tier-1 anchor. A AAA-rated institutional money market fund managed by BlackRock Institutional Cash Series, invested in short-duration, high-quality instruments including commercial paper, repurchase agreements and government securities. Daily redemption on a T+1 cycle, US market days. Reported fund AUM is approximately USD 119 billion. The role of this sleeve in the iUSPC portfolio is to provide a deep, daily-redeemable liquidity anchor with minimal credit and duration risk.

Fidelity Institutional Liquidity Fund

Tier-1 anchor. A AAA-rated institutional money market fund managed by Fidelity Investments, primarily invested in short-term US government securities. Daily redemption on a T+1 cycle. The Fidelity sleeve diversifies counterparty exposure relative to the BlackRock sleeve, providing two independent regulated counterparties at the Tier-1 base of the portfolio.

Superstate USCC

Tier-1 yield enhancer. A tokenised actively-managed fund issued by Superstate, an SEC-registered investment adviser. The fund implements a delta-neutral crypto cash-and-carry strategy: holding spot cryptocurrency (BTC and ETH) collateralised by US Treasuries, against equivalent short positions in futures or perpetual contracts, capturing the basis between spot and futures. Daily NAV is published by an independent administrator (NAV Consulting). USCC is available as ERC-20 tokens or as book-entry shares for Qualified Purchasers; the iUSPC programme accesses the on-chain form.

Sky sUSDC

Tier-1 stablecoin-native sleeve. A USDC deposit position earning the Sky Savings Rate via the Spark protocol, an ecosystem product of the Sky protocol (formerly MakerDAO). Liquidity is provided through the Peg Stability Module (PSM) of the Sky protocol, subject to PSM capacity. The sUSDC sleeve provides stablecoin-native yield without leaving the on-chain perimeter.

Hamilton Lane SCOPE

Tier-2 yield sleeve. Senior secured, first-lien, floating-rate corporate credit accessed through a Securitize feeder fund linked to a Luxembourg RAIF master vehicle. The strategy is positioned senior in the borrower capital structure, with floating-rate exposure intended to reduce duration risk in a rising-rate environment. Monthly official NAV is audited by KPMG, with daily shadow NAV provided for oracle pricing.

Apollo ACRED

Tier-3 yield sleeve. Multi-asset diversified private credit accessed through a Securitize feeder linked to the Apollo Diversified Credit Fund, managed by Apollo Global Management. The strategy spans corporate direct lending, asset-backed finance, structured credit, dislocated credit and special-situations credit, accessed through Apollo's global credit platform. Monthly official NAV produced by the Apollo administrator; quarterly redemption cycle.

3.3 Fee Structure

As set out in the public Term Sheet, the fee schedule applicable to iUSPC consists of:

• A 1.0% per annum management fee, accrued daily on NAV. Computed on gross AUM at the issuer level, independent of strategy performance.

• A 20% performance fee above a 12% hurdle, subject to a perpetual high-water mark, accrued quarterly. The performance fee is charged only on returns above the 12% hurdle and above the previous peak NAV per note.

All fees are deducted from NAV, such that returns disclosed to investors are net of fees. Underlying funds (BlackRock, Fidelity, Superstate, Hamilton Lane, Apollo) charge their own management and performance fees at the underlying-fund level, embedded in the yield reported to the Issuer.

A critical point to note: yield is organic. It is derived from the risk-adjusted returns of the underlying portfolio net of fees, and is not subsidised by token emissions, partner rebates or sponsor incentives. There is no governance or reward token, no liquidity-mining programme, and no points scheme. The Term Sheet references a target net annualised return of 7-10%, which is explicitly disclosed as a target rather than a guarantee, forecast or projection.

4. The Counterparty Stack

The operational stack supporting USPC / iUSPC combines regulated traditional-finance service providers with institutional-grade crypto infrastructure providers. The combination is deliberate: the regulated perimeter sits where the value is custodied and managed, while the crypto-native perimeter sits where the tokens are issued, distributed and made composable. The principal counterparties, disclosed in the Term Sheet, the public DeFi Integration Guide and the BVI legal memorandum, are summarised below:

Several characteristics of this stack are worth noting. First, the asset custody and asset management functions are performed by regulated counterparties (Archax under FCA supervision; Asset Management Switzerland AG under FINMA supervision; Gami Capital as an ARIF member firm in Geneva). Second, the NAV publication pipeline is performed entirely outside the Issuer perimeter (Accountable computes; Chainlink decentralised nodes aggregate; the Pricer reads on-chain). Third, the compliance perimeter is enforced through two specialised providers (Sumsub at the holder layer; Chainalysis at the wallet layer). The stack is purposefully layered, with no single party performing both regulated and unregulated functions in respect of the same asset or process.

5. Team and Backers

The USPC / iUSPC programme is delivered by a team that combines crypto-native operating experience with institutional finance backgrounds. The principal members of the operating team and the strategic advisors associated with the programme are introduced below.

5.1 Operating Team

Tarun Gupta: Founder and CEO, Coinshift. Mr Gupta founded Coinshift in 2021. The platform's earlier on-chain treasury-management product served crypto-native organisations including Aave, Uniswap, Starknet, Biconomy and Pudgy Penguins, with cumulative assets administered through the platform reported by Coinshift in excess of USD 1 billion. Coinshift has subsequently launched the csUSDL stablecoin product, built in collaboration with Paxos and Steakhouse Financial, and the USPC / iUSPC structured-note programme that is the subject of this article.

George Nicol: Head of Growth, Coinshift. Mr Nicol is responsible for investor pipeline, liquidity growth, partner onboarding and ecosystem expansion. He was previously Head of Business Development at Triangle, a fintech subsequently acquired by Bridge (which was itself acquired by Stripe). His contribution has been associated with the scaling of csUSDL to over USD 170 million in total value locked.

Ashby Chichia: Head of Operations, Coinshift. Mr Chichia coordinates internal operations, documentation discipline, and the operational interface with counterparties and partners across multiple regions.

5.3 Institutional Backing

Coinshift has raised a cumulative USD 17.5 million from institutional investors including Tiger Global, Sequoia Capital India, ConsenSys, Polygon Ventures and Spartan Group. This capital base supports the continued development of the platform and the underlying technology stack on which the USPC / iUSPC programme is built.

6. Transparency Architecture

A distinctive feature of the USPC / iUSPC programme is its transparency stack, which is built on independent third parties and is publicly observable on-chain. The NAV publication pipeline operates entirely outside the Issuer perimeter, with neither Shift Capital Ltd nor Coinshift Limited participating in any step of the NAV update process. The pipeline is automated, third-party, and publicly observable end-to-end.

6.1 NAV Calculation by an Independent Network

NAV calculation is performed by Accountable Ltd, an independent Data Verification Network (DVN). The NAV per Note is computed as (Total Underlying Asset Value − Accrued Fees) / Total Notes Outstanding.

The valuation methodology distinguishes between tiers. Tier-1 assets are valued at the most recent daily valuation provided by the relevant fund administrator or protocol. Tier-2 and Tier-3 assets are valued at the most recent monthly official NAV, with daily indicative values determined by linear interpolation between monthly marks. This is a standard private-credit valuation practice and reflects the fact that the underlying funds do not publish daily marks themselves.

Accountable Ltd is an independent third-party network whose Data Verification Network is used by other tokenised products and institutional clients to prove solvency in real time. The DVN aggregates inputs from multiple independent sources, reducing reliance on any single attestation.

6.2 Decentralised Aggregation via Chainlink NAVLink

The NAV computed by Accountable is consumed by a Chainlink NAVLink data feed dedicated to USPC. NAVLink is a Chainlink SmartData product specifically designed for tokenised-asset NAV publication. The USPC feed is populated by ten independent decentralised oracle node operators that aggregate the upstream data. The list of node operators is publicly visible on the Chainlink data-feed page.

The aggregation logic of NAVLink requires a quorum of independent responses before publishing a value. As a consequence, no single node operator, or compromised upstream source, can unilaterally push a value to the on-chain feed. Two layers of bounds apply to NAV updates, providing complementary discipline:

• Deviation threshold at the Chainlink feed: 0.5%. An update is published when the off-chain NAV moves at least 0.5% from the on-chain value. This controls the granularity of upstream updates and prevents micro-drift.

• Maximum per-update deviation at the Pricer: 5%. Acts as a circuit-breaker against any large-magnitude error or attempted manipulation, forcing manual operational intervention if breached.

• Staleness threshold at the Pricer: 24 hours. NAV-dependent operations suspend if no fresh value is published within the threshold. Stale data does not silently propagate.

6.3 Public Endpoints and the Pricer Contract

Two transparency endpoints are publicly observable and form the primary mechanism through which holders can independently verify reserve adequacy and pricing integrity:

• Chainlink data-feed page (uspc-nav.data.eth), exposes feed configuration, oracle composition, deviation thresholds and live NAV data. Anyone with an internet connection can inspect the configuration of the feed and verify the list of node operators contributing to it.

• Accountable proof-of-solvency dashboard (coinshift.accountable.capital), continuously refreshed public view of reserves and outstanding liabilities, designed to allow external observers to verify that liabilities (outstanding iUSPC × NAV) are matched by assets across the underlying portfolio.

On the consumer side, the Pricer contract reads the Chainlink AggregatorV3 interface directly and exposes the share-to-asset price to the iUSPC Hub at 1e36 precision. The iUSPC token and the USPC vault read price exclusively from the Pricer. This is a deliberately minimal trust path: there is no manual issuer step between the upstream NAV pipeline and the on-chain consumer.

The architecture cannot fully mitigate erroneous off-chain marks fed within the deviation cap, manager-mark drift in private-credit assets between monthly cycles, or basis-trade losses inside USCC that materialise within the daily cycle. These are off-chain risks; the oracle architecture is not designed to mitigate them.

7. Smart-Contract Security and Operational Controls

7.1 Independent Security Review

The USPC / iUSPC smart-contract suite was reviewed by Cantina (Spearbit Cantina), one of the better-known security review firms in the Ethereum ecosystem, across two engagements with a final report dated 29 January 2026. The scope covered the five core contracts: the USPC Vault, the iUSPC Token, the iUSPC Hub, the Pricer and the on-chain Timelock. The review reported no Critical or High severity findings.

Findings of Medium and lower severity were either remediated by the development team during the engagement or formally acknowledged as intended design behaviour, with documented rationale in each case. The presence of documented design-intent acknowledgements is, in itself, a positive signal: it indicates that the team engaged substantively with each finding and explained the reasoning behind decisions that may have surprised the reviewers, rather than dismissing them.

The underlying smart-contract source code is accessible for institutional review, and the deployment history (including commit hashes and deployment-block timestamps) is recorded by the development team.

7.2 Multi-Party Computation Custody

Operational administration of the smart-contract suite is performed under a Fireblocks multi-party computation (MPC) environment configured under a 3-of-5 signing scheme. MPC is a cryptographic technique that allows multiple parties to jointly authorise transactions without any single party holding the full private key, removing the single point of failure inherent in traditional key custody.

The 3-of-5 configuration is deliberately structured such that quorum cannot be reached without participation by at least one independent regulated counterparty. This provides structural separation between the Issuer and the day-to-day execution layer: even if internal signers were compromised or unavailable, no transaction can be executed without at least one independent regulated party participating. The Fireblocks platform layer further enforces transaction-level policies governing which contracts can be called, which functions can be invoked, and which approver sets must sign, providing a second layer of operational discipline on top of the cryptographic quorum.

7.3 On-Chain Timelock for Upgrades

The core contracts are deployed behind upgradeable proxies following the UUPS pattern (Universal Upgradeable Proxy Standard), which allows the implementation contract to be replaced while preserving state and the public contract address. This is standard practice for institutional smart-contract deployments and allows for security patching and feature evolution without forcing migrations.

To prevent upgrades from being executed instantaneously, all contract upgrades on the four core contracts (Hub, Token, Vault and Pricer) are routed through an on-chain Timelock contract with a 36-hour delay. Once an upgrade is queued, it cannot be executed for at least 36 hours, and the queued action is publicly observable on-chain throughout the cool-down period. This code-enforced delay provides procedural protection against rapid administrative change and gives holders and integrators advance visibility into any contemplated modification of contract behaviour.

The combination of UUPS upgradeability with a 36-hour Timelock is, in effect, a balance between operational flexibility and procedural discipline. The team retains the ability to patch contracts when required, but cannot do so silently or instantly. Any party monitoring on-chain events can detect a proposed upgrade and respond within the cool-down window.

8. Redemption and Liquidity Framework

The Term Sheet sets out an indicative settlement framework that reflects the underlying tiered liquidity structure. Settlement targets are explicitly described as indicative and non-binding; actual settlement may be longer in stressed conditions:

The Term Sheet is explicit that, in extreme scenarios, redemptions may take 180 days or longer, or may be suspended indefinitely. Underlying funds impose their own redemption gates, for example, master-fund gates of 5% per quarter at Apollo ACRED and Hamilton Lane SCOPE, that operate outside the Issuer's control and may extend settlement timelines materially in stressed periods. Investors should therefore be prepared to hold their investment for an extended period.

8.1 Liquidity Coverage Ratio Discipline

The Issuer operates a Liquidity Coverage Ratio (LCR) discipline at the portfolio level. The LCR is the ratio of realisable liquid assets to projected near-term redemption demand. The Term Sheet references a target LCR of at least 1.2x, meaning the portfolio holds at least 20% more realisable liquidity than expected 30-day redemptions. If the LCR falls below defined thresholds, the Issuer may implement pro-rata redemption pacing:

• Redemptions limited to available Tier-1 assets per cycle;

• Unfilled requests roll to subsequent cycles;

• All investors treated pro-rata, regardless of the order in which redemption requests were submitted.

Pro-rata pacing is the principal structural mitigant against a redemption run. It avoids a first-mover advantage that could otherwise force the Issuer to sell less-liquid assets at distressed prices to meet early redeemers, and is consistent with how regulated funds manage liquidity stress in traditional markets.

9. Integration with Decentralised Finance

USPC, the freely transferable wrapper, is specifically designed to be usable as a building block in decentralised finance. The public USPC DeFi Integration Guide sets out the compliance matrix from the perspective of an integrating protocol, for instance a lending market, a DEX or a structured product, and confirms that, in most integration scenarios, the integrating protocol does not need to touch the allow-list at all:

The implication is straightforward: lending protocols, automated market makers and other DeFi venues can accept USPC as collateral or as a tradable asset using the standard ERC-20 / ERC-4626 interfaces, without bilateral integration with the Issuer's compliance system. Only when a holder wishes to unwrap USPC back into iUSPC, that is, to cross back into the regulated legal-claim layer, does the allow-list become relevant.

A live secondary-market venue currently exists on the Curve protocol in the form of a frxUSD/USPC stable pool. Beyond Curve, the DeFi Integration Guide documents standard ERC-4626 read and write functions, including deposit, redeem, convertToShares, convertToAssets, totalAssets and totalSupply, allowing any protocol that already supports ERC-4626 vaults to integrate USPC with minimal incremental engineering effort.

10. Investor Eligibility and Compliance

10.1 Eligible Investors

As disclosed in the Term Sheet, iUSPC is offered exclusively to professional, qualified and accredited investors, as determined by the Issuer in its sole discretion. The minimum subscription amount is USD 100,000 (or the USDC equivalent). The product is structured as a restricted private placement and is not offered to retail investors. There is no public offering in any jurisdiction.

10.2 Excluded Investors and Jurisdictions

The following categories of investors are not eligible to subscribe for iUSPC:

• US Persons, as defined under Regulation S of the US Securities Act of 1933, on the basis that iUSPC is not registered under US securities laws;

• Persons resident in the British Virgin Islands, on the basis that no public offering is made in or from the BVI;

• Persons resident in sanctioned jurisdictions, including Cuba, Iran, North Korea, Syria, Russia, Belarus, and the Crimea, Donetsk and Luhansk regions of Ukraine;

• Retail investors.

109.3 KYC, AML and Sanctions Screening

All investors are required to complete KYC and KYB onboarding through Sumsub. Sanctions screening is conducted at two layers , the holder layer and the wallet layer, and on an ongoing basis throughout the holding period rather than only at onboarding:

• Holder-level screening against the principal international sanctions lists, including OFAC SDN and Consolidated, the UN Security Council list, the EU Consolidated List, UK HMT Sanctions and Swiss SECO. PEP, watchlist and adverse media screening are conducted on the same cadence.

• Wallet-level screening via Chainalysis at the point of whitelisting and on a continuous basis thereafter, with controls covering sanctions exposure, mixer or tumbler usage, darknet market exposure, ransomware-linked addresses and other high-risk indicators.

Where a new sanctions designation is registered against an existing holder, the Subscription Agreement provides for compulsory redemption or blocking under the relevant clauses, and the wallet is removed from the whitelist. Records are retained in accordance with applicable AML record-retention rules.

11. Key Risk Considerations

Prospective investors should review the full Risk Factors in the Subscription Agreement before subscribing. The summary below reflects the principal categories of risk publicly disclosed in the iUSPC documentation, and is not exhaustive.

• Unsecured creditor status. Holders of iUSPC are unsecured creditors of Shift Capital Ltd. In an insolvency of the Issuer, holders may recover less than their subscription amount, and may recover nothing. The underlying assets are held by the custodian for the account of the Issuer, not for the account of the holders.

• No guaranteed returns. The target return is indicative and is not a guarantee, forecast or projection. Actual returns may be significantly lower than the target, and may be negative.

• Liquidity risk. Redemptions may be delayed for 90 days or longer in stressed conditions, and may be suspended indefinitely in extreme scenarios. Underlying funds may impose master-fund gates outside the Issuer's control.

• No proprietary rights in underlying assets. Holders have no ownership interest, security interest or other proprietary right in the underlying assets. Their claim is contractual, against the Issuer.

• Smart-contract risk. The Notes are implemented as smart contracts. Despite independent security review, smart contracts may contain bugs or vulnerabilities that could result in loss of funds.

• Upgrade risk. All core contracts are UUPS proxies. Although upgrades are routed through a 36-hour on-chain Timelock, upgrades remain possible and may alter contract behaviour.

• Counterparty risk. The Issuer relies on third-party service providers including the custodian, the asset manager, the NAV calculator and the oracle. Failure or insolvency of any such provider could adversely affect the Notes.

• Underlying credit and market risk. Defaults or mark-to-market losses in the underlying credit assets (HL SCOPE, Apollo ACRED), basis-trade losses in USCC, or stress in the Sky / Spark protocols, would translate to NAV decline, socialised pro-rata across iUSPC holders.

• Regulatory risk. The regulatory status of tokenised securities is evolving across jurisdictions. Changes in law or regulation could adversely affect the Notes or the rights of holders.

• Single-stablecoin rail. Subscriptions and redemptions are settled in USDC only. A depeg event or operational disruption affecting USDC could adversely affect subscription and redemption flows.

• No secondary market guarantee. Although a Curve secondary pool exists, there is no committed market maker, and secondary liquidity may be insufficient at certain times. The primary path to liquidity is through the redemption mechanism.

12. Positioning at the Intersection of TradFi and DeFi

Tokenised real-world-asset programmes have proliferated in recent years, with a wide range of design choices made by different issuers. USPC / iUSPC sits in a particular position within that landscape, characterised by four design choices that are worth identifying explicitly:

• Separation of legal claim and DeFi wrapper. Many tokenised programmes either gate transfers entirely (limiting DeFi composability) or are freely transferable without a clear legal-claim layer (limiting institutional comfort). The iUSPC / USPC split is an attempt to have both, by placing the regulated claim in iUSPC and the freely transferable wrapper in USPC.

• Third-party NAV with decentralised oracle aggregation. The combination of an independent NAV calculator (Accountable Ltd) with a Chainlink NAVLink feed populated by ten independent node operators is structurally more robust than the issuer-attested NAV mechanisms used by some comparable programmes. The fact that neither Shift Capital Ltd nor Coinshift Limited participates in any step of the NAV update is, in itself, a meaningful design choice.

• Institutional underlyings rather than synthetic exposures. The underlying portfolio is anchored on BlackRock and Fidelity money market funds, with private credit exposure through Apollo and Hamilton Lane, and a carry strategy through Superstate. These are institutional-grade managers and instruments at scale.

• Organic yield rather than emissions-subsidised yield. The absence of a governance token, reward token, liquidity-mining programme or points scheme means that the yield generated by the strategy is structurally what it is, the risk-adjusted return of the underlying portfolio net of fees. This is, by construction, more sustainable than emission-subsidised yield, and also more transparent.

None of these features is unique to USPC / iUSPC in isolation, but the combination is relatively uncommon. The trade-offs implied are equally explicit: the BVI issuer structure with an unsecured-creditor legal envelope, the broad discretion to gate redemptions under stress, and the upgradeability of the smart-contract suite are real features of the design that prospective investors should weigh against the operational and transparency strengths described above.

13. Conclusion

USPC and iUSPC are positioned at the intersection of regulated off-chain investment management and on-chain composability. The product combines a portfolio of institutional money market funds, tokenised private credit and a delta-neutral crypto carry strategy, accessed through established managers and feeders, with a transparency architecture built on third-party NAV calculation and a decentralised Chainlink NAVLink oracle network. The custody arrangements rely on regulated counterparties; the upgrade path is mediated by an on-chain Timelock; and reserve composition is observable through a continuously refreshed public dashboard.

From an architectural standpoint, the design distinguishes the legal claim layer (iUSPC, permissioned, KYC-gated) from the DeFi-facing wrapper (USPC, freely transferable subject to a deny-list), allowing the same underlying economic interest to be expressed in two complementary forms. This dual-layer design is the central architectural choice of the programme; whether it is the right design depends on the perspective of the holder, and on the trade-offs between regulatory comfort and on-chain composability that each holder is willing to accept.

Prospective investors are reminded that iUSPC is an unsecured contractual debt obligation of Shift Capital Ltd, not a stablecoin, fund interest or insured product. The target return is not a guarantee. Redemptions may be delayed or suspended. The underlying assets are held by the custodian for the account of the Issuer, not for the account of holders. Any investment decision should be based on the full Subscription Agreement and Risk Factors, and on the investor's own assessment of the suitability of the instrument in the context of their specific regulatory, tax and portfolio-construction framework.

Disclaimer. This article is provided for informational purposes only and reflects publicly available information about the USPC / iUSPC programme as at the date of publication. It does not constitute an offer to sell or a solicitation of an offer to purchase any securities, nor does it constitute legal, tax, investment or regulatory advice. Any investment in iUSPC may be made only pursuant to the definitive Subscription Agreement and related transaction documents, which contain the complete terms and the full Risk Factors. iUSPC is not available to US Persons, to persons resident in the British Virgin Islands, or to persons in sanctioned jurisdictions. Prospective investors should consult their own legal, tax and financial advisors before making any investment decision.