About OnchainTA and Its Role
Akemona TA Services, LLC, a Delaware limited liability company doing business as OnchainTA ("OnchainTA," "we" or "us"), is a subsidiary of Akemona, Inc. and is registered with the U.S. Securities and Exchange Commission (SEC) as a transfer agent. OnchainTA provides digital transfer agent services for tokenized securities through its website and related software applications (the "Platform"). Akemona, Inc. develops the software platform OnchainTA uses to provide these services.
OnchainTA's transfer agent functions may include maintaining records of registered ownership of tokenized securities, processing authorized issuances and transfers, applying securities restrictions, and administering corporate actions and securityholder services under the relevant issuer arrangements. OnchainTA does not provide conventional transfer agency services for securities that are not tokenized.
OnchainTA is not acting as a broker-dealer, investment adviser, funding portal, placement agent, underwriter or securities exchange by providing its digital transfer agent services. Any escrow or payment services associated with an offering are provided within the scope of the applicable arrangements and by the entities authorized to perform them. OnchainTA does not take custody of investor, issuer or trustee funds. OnchainTA does not guarantee the performance of issuers, counterparties, trading venues, custodians, payment providers or other third parties.
Your Records With OnchainTA
The ownership record OnchainTA maintains as transfer agent, on the blockchain and token contract it recognizes for each security, determines registered ownership. A token's presence in a wallet or on a forked chain does not by itself establish ownership. Where an issuer uses another transfer agent for holdings outside OnchainTA's agreed scope, that transfer agent's records govern those holdings.
As transfer agent, OnchainTA can take corrective action on tokenized securities it administers, such as restoring a holding to a new wallet or giving effect to a court order or other legal process. It does so only under its established procedures and with issuer authorization where required.
Estates and legal transfers. If a holder dies or becomes incapacitated, the securities pass under OnchainTA's documentation requirements. Possession of the wallet's keys alone does not transfer ownership.
Keep your information current. Keep your contact details and wallet information up to date in the Investor Portal. If we lose contact with you, we will search for you as transfer agents are required to do. Under state unclaimed property laws, your securities or undelivered distributions may eventually be transferred to a state.
No Investment Advice or Recommendation
OnchainTA does not provide investment, legal or tax advice and does not recommend that any person buy, hold, sell or transfer any security. Information, features or communications available through the Platform, including information about tokenized securities, investment opportunities, ownership records or potential transfers, are not a recommendation, solicitation or endorsement by OnchainTA. Make an independent assessment of any investment and consult qualified legal, tax and financial advisers as appropriate.
Issuer Responsibility for Offerings and Disclosures
Securities and investment opportunities accessible through the Platform are offered by the relevant issuer or by persons authorized to act for the issuer, not by OnchainTA in its capacity as digital transfer agent. The issuer is responsible for the content of its offering materials and disclosures, including its business information, financial statements, investment terms and risk factors.
OnchainTA may receive, maintain, process or review issuer and securityholder information to carry out its transfer agent duties and compliance procedures. These activities are not an independent audit, investment due-diligence review or endorsement of an offering. Unless expressly stated otherwise, OnchainTA does not independently verify the merits, valuation, projections or completeness of issuer-supplied investment information. This does not limit OnchainTA's legal responsibilities for functions it actually performs as a registered transfer agent.
To the extent permitted by law, neither OnchainTA nor Akemona, Inc., nor their officers, directors, managers, employees or agents, represents or warrants that issuer-provided investment information is complete, accurate or suitable for a particular investor. Nothing in this disclosure excludes duties or liabilities that cannot lawfully be disclaimed.
Securities Offerings and Regulatory Requirements
Issuers may use the Platform to publish offering materials, onboard investors and accept subscriptions. These offering activities are the issuer's, carried out with any regulated intermediaries the offering requires. OnchainTA's role is limited to the transfer agent functions and related services described above.
Offerings may be conducted under an effective registration statement or an available exemption or exclusion from registration, such as private offerings under Regulation D or offshore transactions under Regulation S. Resales may be subject to Rule 144, Rule 144A or other requirements. Tokenization does not itself register a security, create a securities-law exemption, authorize unrestricted resale, or make an investment available to every investor. Eligibility may depend on investor status, jurisdiction, offering terms, sanctions and anti-money-laundering requirements, and other restrictions.
Investment Risks Are Disclosed by Issuers
Every securities investment involves risk. Each issuer is responsible for disclosing the risks of investing in its securities. OnchainTA's disclosure is limited to the risks that arise from the technology used for tokenized securities, described in this document.
Tokenized securities remain subject to federal and state securities-law restrictions, contractual limitations, investor eligibility rules, holding periods, issuer approvals and transfer agent controls. A token's technical transferability does not override these restrictions.
Distributions depend on the issuer. OnchainTA administers dividends, interest and other distributions using funds or assets the issuer provides. OnchainTA does not guarantee that an issuer will make any payment.
The legal and economic rights of a tokenized security depend on the underlying security and its documentation, not merely the existence of a token. Review the issuer's offering documents, governing instruments and risk disclosures before investing.
Wallets, Keys and Walletless Holdings
Investors who use self-custody wallets are responsible for safeguarding the wallet's private keys, recovery phrases, passwords and other credentials ("Credentials"). Anyone who obtains them may be able to control the wallet and initiate transactions. Never disclose private keys or recovery phrases to OnchainTA, an issuer or any unsolicited third party.
Loss, theft or compromise of Credentials can cause loss of wallet access or unauthorized transactions, and blockchain transactions may be irreversible. However, loss of wallet access does not necessarily mean loss of the underlying rights in registered tokenized securities. OnchainTA cannot recover a private key. For supported securities, after verifying your identity and ownership, and subject to issuer authorization where required and applicable transfer restrictions, OnchainTA can restore your holding to a new wallet. Recovery cannot be guaranteed in every circumstance and may take time. A replacement fee applies where an affidavit or indemnity is required under applicable regulations or issuer instructions; it is disclosed before you proceed.
Walletless holdings are recorded on-chain but are not minted until the investor registers a supported wallet. Once minted to a self-custody wallet, the investor is responsible for its security. Cap table tokenization requires a supported custodial or non-custodial receiving wallet; with a custodial wallet, the custodian's own terms and risks also apply. Protect your Platform login credentials and multifactor authentication methods in every case.
Smart Contracts, Networks and Platform Availability
OnchainTA's digital transfer agent platform uses smart contracts and blockchain transactions for supported securities operations. Smart contracts, wallet software, blockchain networks, third-party integrations and other systems may contain vulnerabilities, coding errors, configuration mistakes or operational failures. These could delay or prevent issuance, receipt, transfer, distribution or access to tokenized securities and, in some situations, cause financial loss.
Blockchain networks can experience congestion, high fees, outages, consensus problems, delays, reorganizations or other disruptions. A transaction is not necessarily final or complete when first submitted, and confirmed transactions may be irreversible. Use the correct supported network and wallet, and confirm transaction details before authorizing a transfer. Custodians, wallet providers, exchanges, decentralized applications, bridges and other connected systems may add their own risks and may not support a particular tokenized security. Maintenance or outages of the Platform itself, not only the blockchain, may also delay servicing requests.
Forks and Network Changes
A blockchain may undergo a fork, protocol upgrade, split or other change that results in competing chains or incompatible records. A token might then appear on more than one chain; the investor's legal entitlement must not be assumed to have doubled.
OnchainTA, acting within its responsibilities as a registered transfer agent and in coordination with the issuer and other authorized parties as appropriate, will determine which network records and token contracts it recognizes for the affected security. Its response will depend on applicable law, the security's governing documents, reliable ownership records, contractual arrangements, and operational and security considerations. Recognizing one chain for transfer agent recordkeeping does not mean copied or forked tokens represent additional valid securities.
Forks and network changes may cause service interruptions, transfer restrictions, reconciliation delays or other losses. OnchainTA does not guarantee uninterrupted blockchain operation or support for every resulting network. Any limitation of liability is subject to the applicable agreements and law and does not waive OnchainTA's statutory or regulatory responsibilities as a registered transfer agent.
On-Chain Privacy
Public blockchains may display wallet addresses, token balances, smart-contract interactions and transaction histories. These records are pseudonymous, not anonymous: wallet activity can sometimes be linked to a person or organization using information from other sources. Public blockchain records may remain visible indefinitely and ordinarily cannot be deleted by OnchainTA.
OnchainTA keeps personally identifiable information, including identity-verification and KYC records, off-chain in secured private systems. The blockchain records used for tokenized securities contain wallet-linked balances and transactions, not the investor's name, address, identity documents or KYC records. A wallet address or transaction history may nonetheless be personal data when it can be linked to an identifiable person. Do not assume that using a blockchain guarantees confidentiality.
Payments in Digital Assets and Stablecoins
Some offerings may accept supported digital asset payments, including USDC, and/or off-chain payment methods, depending on the offering and its arrangements. Subscriptions or distributions in digital assets, including stablecoins, are exposed to price changes, loss of peg, issuer or service-provider failure, network fees, settlement delays, transfer errors and restrictions imposed by third parties. Cap table tokenization does not involve a payment: it converts previously issued holdings and is not a new investment purchase.
Direct Transfer and Liquidity
Where offered, Direct Transfer lets eligible securityholders express non-binding indications of interest, find other eligible holders interested in a transfer, and complete authorized peer-to-peer transfers under applicable conditions. When you accept another participant's request to negotiate, each of you sees the other's name; when a transfer executes, each sees the other's wallet address. Names go only to the counterparty; wallet addresses and their transactions are also publicly visible on public blockchains. It is not a securities exchange, does not guarantee a counterparty or price, and does not ensure liquidity. A transfer may be rejected or delayed if eligibility, ownership, authorization or other compliance requirements are not met. Transactions through third-party trading venues or decentralized finance applications are subject to their own terms, technical risks and regulatory requirements, and OnchainTA does not guarantee any platform will accept a tokenized security.
Jurisdiction and Eligibility
Securities may not be offered, sold or transferred where doing so would be unlawful. Access to information on the Platform does not mean a security is available to every user or that an offering is authorized in a user's jurisdiction. Investors and issuers are responsible for complying with applicable legal requirements, subject to the responsibilities of any intermediaries engaged in the transaction.
Before You Invest
Before investing, examine the issuer, the security's rights and restrictions, the offering materials, financial information and disclosed risks, and consult qualified advisers. An investment in tokenized securities should not be made solely because it uses blockchain technology or is serviced by an SEC-registered digital transfer agent. OnchainTA's SEC registration as a transfer agent is not SEC approval of any issuer, security, token, blockchain or offering, and OnchainTA does not guarantee investment outcomes.
Contact. For ownership records, lost or compromised wallets, record discrepancies or permitted transfers, email support@onchainta.com or use our contact page. To report a security vulnerability, email security@onchainta.com. Do not include private keys, recovery phrases, passwords or unnecessary identity documents in an initial message.