Nest BlackOpal LiquidStone II Vault (nOPAL)

Definitions quoted from SEC sources

Quoted verbatim from SEC.gov, Investor.gov, the eCFR or the U.S. Code; […] marks omitted text.

Accredited investor

“(a) Accredited investor. Accredited investor shall mean any person who comes within any of the following categories, or who the issuer reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person: […] (5) Any natural person whose individual net worth, or joint net worth with that person's spouse or spousal equivalent, exceeds $1,000,000; […] (6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; […]”

Source: 17 CFR 230.501(a) (eCFR)

Rule 506(b) of Regulation D

“Under Rule 506(b), a “safe harbor” under Section 4(a)(2) of the Securities Act, a company can be assured it is within the Section 4(a)(2) exemption by satisfying certain requirements, including the following: The company cannot use general solicitation or advertising to market the securities. The company may sell its securities to an unlimited number of "accredited investors" and up to 35 other purchasers. […]”

Source: Investor.gov, Rule 506 of Regulation D

Rule 506(c) of Regulation D

“Under Rule 506(c), a company can broadly solicit and generally advertise the offering and still be deemed to be in compliance with the exemption’s requirements if: The investors in the offering are all accredited investors; and The company takes reasonable steps to verify that the investors are accredited investors, which could include reviewing documentation, such as W-2s, tax returns, bank and brokerage statements, credit reports and the like.”

Source: Investor.gov, Rule 506 of Regulation D

Form D

“Companies that comply with the requirements of Rule 506(b) or (c) do not have to register their offering of securities with the SEC, but they must file what is known as a "Form D" electronically with the SEC after they first sell their securities. Form D is a brief notice that includes the names and addresses of the company’s promoters, executive officers and directors, and some details about the offering, but contains little other information about the company.”

Source: Investor.gov, Rule 506 of Regulation D

Restricted securities (Rule 506)

“Purchasers of securities offered pursuant to Rule 506 receive "restricted" securities, meaning that the securities cannot be sold for at least six months or a year without registering them.”

Source: Investor.gov, Rule 506 of Regulation D

Regulation S

“For the purposes only of section 5 of the Act (15 U.S.C. § 77e), the terms offer, offer to sell, sell, sale, and offer to buy shall be deemed to include offers and sales that occur within the United States and shall be deemed not to include offers and sales that occur outside the United States.”

Source: 17 CFR 230.901 (eCFR)

U.S. person (Regulation S)

“(k) U.S. person. (1) “U.S. person” means: (i) Any natural person resident in the United States; (ii) Any partnership or corporation organized or incorporated under the laws of the United States; (iii) Any estate of which any executor or administrator is a U.S. person; (iv) Any trust of which any trustee is a U.S. person; (v) Any agency or branch of a foreign entity located in the United States; […]”

Source: 17 CFR 230.902(k) (eCFR)

Regulation A

“Under the federal securities laws, any offer or sale of a security must either be registered with the SEC or meet an exemption. Regulation A is an exemption from the registration requirements, allowing companies to offer and sell their securities without having to register the offering with the SEC. […] Under both tiers, the issuer must file an offering statement on Form 1-A with the SEC. […]”

Source: Investor.gov, Regulation A

SEC-registered offering

“In general, all securities offered in the United States must be registered with the SEC or must qualify for an exemption from the registration requirements.”

Source: Investor.gov, Registration Under the Securities Act of 1933

Investment company (Investment Company Act of 1940, section 3(a)(1))

“(1) When used in this subchapter, "investment company" means any issuer which— (A) is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities; […]”

Source: 15 U.S.C. 80a-3(a)(1) (govinfo.gov)

Section 3(c)(1), Investment Company Act of 1940

“Notwithstanding subsection (a), none of the following persons is an investment company within the meaning of this subchapter: (1) Any issuer whose outstanding securities (other than short-term paper) are beneficially owned by not more than one hundred persons (or, in the case of a qualifying venture capital fund, 250 persons) and which is not making and does not presently propose to make a public offering of its securities. […]”

Source: 15 U.S.C. 80a-3(c)(1) (govinfo.gov)

Section 3(c)(7), Investment Company Act of 1940

“(7)(A) Any issuer, the outstanding securities of which are owned exclusively by persons who, at the time of acquisition of such securities, are qualified purchasers, and which is not making and does not at that time propose to make a public offering of such securities. […]”

Source: 15 U.S.C. 80a-3(c)(7) (govinfo.gov)

Qualified purchaser (Investment Company Act of 1940, section 2(a)(51))

“(51)(A) "Qualified purchaser" means— (i) any natural person (including any person who holds a joint, community property, or other similar shared ownership interest in an issuer that is excepted under section 80a–3(c)(7) of this title with that person's qualified purchaser spouse) who owns not less than $5,000,000 in investments, as defined by the Commission; […]”

Source: 15 U.S.C. 80a-2(a)(51) (govinfo.gov)

Transfer agent (Securities Exchange Act of 1934, section 3(a)(25))

“(25) The term "transfer agent" means any person who engages on behalf of an issuer of securities or on behalf of itself as an issuer of securities in (A) countersigning such securities upon issuance; (B) monitoring the issuance of such securities with a view to preventing unauthorized issuance, a function commonly performed by a person called a registrar; (C) registering the transfer of such securities; (D) exchanging or converting such securities; or (E) transferring record ownership of securities by bookkeeping entry without physical issuance of securities certificates. […]”

Source: 15 U.S.C. 78c(a)(25) (govinfo.gov)

Transfer agent registration

“Transfer agents are required to be registered with the SEC, or if the transfer agent is a bank, with a bank regulatory agency.”

Source: Investor.gov, Transfer Agents

Intergalactic descriptions (no SEC definition)

Issuer legal entity

Intergalactic description The company, fund, trust or other legal person that issues the token or the interests it represents, as named in the issuer’s documents or filings.

Jurisdiction of issuer

Intergalactic description The country, state or territory under whose law the issuer is organized, as stated by the issuer or entered in its filings.

Regulatory framework / offering exemption

Intergalactic description The registration, exemption or authorization the issuer says it relies on. We record only what the issuer, an SEC filing or a regulator’s public register states; we do not assess whether it applies.

MiCA

Intergalactic description The European Union’s Markets in Crypto-Assets Regulation (Regulation (EU) 2023/1114), which sets authorization and disclosure rules for crypto-asset issuers and service providers in the EU. Source: EUR-Lex, Regulation (EU) 2023/1114

Non-US authorization

Intergalactic description An authorization, registration or recognition granted by a regulator outside the United States, for example the BVI FSC, the Hong Kong SFC, El Salvador’s CNAD, the FMA Liechtenstein, ADGM, VARA, the BMA or CIMA. We name the regulator the issuer cites and link to the issuer’s statement.

Professional investor

Intergalactic description A category defined by laws outside the United States for investors treated as experienced or holding significant assets. Definitions vary by jurisdiction; the issuer’s documents state which one applies.

Eligible investors

Intergalactic description The categories of investor the issuer says may buy the asset directly from it. Secondary-market rules can differ; where they do, we quote the issuer.

US persons

Intergalactic description Whether the issuer states that US persons may acquire or hold the asset. “Permitted” and “Not permitted” are used only where the issuer says so. “Restricted” means the issuer sets conditions or partial limits, and its wording is quoted. Issuers may use their own definition of US person.

Transfer restrictions

Intergalactic description Limits on moving the token between holders as the issuer describes them: an allowlist (only approved addresses may hold or receive it), a lockup (a period when transfers are limited) or permissionless transfer (any address may receive it).

Official record of ownership

Intergalactic description The record the issuer treats as legally controlling: the blockchain ledger itself, a register kept by a transfer agent or administrator, or another arrangement the issuer describes.

SEC transfer-agent registration lookup

Intergalactic description We show the transfer agent’s legal name. Where we found its Form TA-1 registration on SEC EDGAR, we link to that filing with the SEC file number (84-xxxxx) and CIK. “SEC registration not found” means our EDGAR search returned no transfer-agent registration under that name; a bank transfer agent registers with its bank regulator instead, so this is not a finding about the firm.

Custodian / trustee

Intergalactic description The institution the issuer names as holding the underlying assets, or as trustee for holders.

Admin controls (pause, freeze, forced transfer)

Intergalactic description Powers the issuer says it can use over tokens or holders: pausing all transfers, freezing an address so it cannot send or receive, or moving, burning or correcting tokens without the holder’s signature. The contract-functions row separately lists such functions found in the deployed Ethereum code; presence of a function does not show that it has been used or who controls it.

Exposure type

Intergalactic description Whether the issuer describes the token as the asset itself or a share in it (tokenized asset), or as a note, certificate or other claim whose value follows the asset (synthetic or derivative exposure).

Fields shown

Intergalactic description A field appears only when the issuer’s public documents, its filings or a regulator’s public register disclose it on the as-of date. A field that is not shown was not found in those sources; it does not mean the information does not exist. An asset with no such disclosures has no Regulatory structure section, and its screener cells show “—”.

As of

Intergalactic description The date on which the value was last checked against the linked source.