Name
PV01 Capital Markets Ltd. (PV01)
Address (Headquarters) - City, State, Postal Code – Country
Park Place, 55 Par La Ville Road, Third Floor
Hamilton HM11
Bermuda
Website
www.pv0.one
Primary contact Name
Manuela Warnier
Title
COO
Country
Bermuda
Email, Telegram, Forum, & other methods of contact
@thesanplan
Key Information
PV01 is building the next-generation platform for debt capital markets, offering access to institutional grade, yield-bearing and digitally native bonds on public blockchains. PV01’s non-custodial platform “Pivio” allows issuers and institutional investors access to the primary and secondary digital bond markets in a transparent and efficient manner.
Product:
TBL / rTBL
Expected Yield
4.11% money market yield, for a 4-week TBL, equivalent to a 4.17% APY (as of 05 February 2025, net of fees).
Expected Maturity
Customisable and rollable:
- TBLs with various fixed maturities are available (from 1 week to 12 months)
- each TBL maturity gives exposure to a different underlying T-Bill
- each TBL can be rolled at maturity via rTBL to extend the investment term
Underlying asset
100% United States Treasury Bills - each individual bond issuance backed 1:1 by an equal principal amount of a single U.S. T-Bill with matching maturity, identified by its CUSIP.
Investment in multiple TBLs enables investors to gain exposure to T-bills of varying maturities.
Minimum/Maximum transaction size
$100,000 / No maximum
Current AUM for product
$20MM split between our different products (Treasury-backed bonds and corporate bonds). A portion of our TBL is issued on Arbitrum (see here: https://arbiscan.io/address/0xA29FDe0238C72949ee4d859BeBc81Ad25034eca1)
Current AUM for issuer
$20MM
Volume of transactions LTM
$100MM
Source of first-loss capital
Not Applicable. Token holders have a secured interest in the underlying T-Bills and are repaid directly out of their redemption proceeds. There is no interest rate mismatch risk, expense risk or other inherent risk that requires first-loss absorption.
Basics and background
- How will this investment improve Arbitrum’s RWA ecosystem?
Our product, TBLs (secured Treasury-backed bonds), are as proximate as possible to on-chain ownership of a U.S. Treasury Bill in the fiat system. As modular, building block-like financial instruments, they can be reused to create new financial products across DeFi and institutional markets. Their composability and full transferability make them uniquely suited for collateralization, yield generation, and liquidity provisioning on Arbitrum.
With TBLs and rTBLs (the rollable TBL) already live on Arbitrum, this investment will immediately enhance the RWA ecosystem by delivering stable yield, deep liquidity, and scalable financial infrastructure:
Direct Contribution to Arbitrum’s Yield-Bearing Strategy:
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TBLs/rTBLs provide a stable, Treasury-backed yield opportunity, aligning with Arbitrum’s objective to grow non-volatile, sustainable income streams in its ecosystem.
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Unlike speculative assets, rTBLs generate predictable, secure returns, allowing treasuries, DAOs, and governance participants to earn yield while minimizing risk.
Expanding Arbitrum’s RWA Ecosystem with a Live, Institutional-Grade Product:
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TBLs/rTBLs are not theoretical—they are already deployed on Arbitrum, making them an immediate value-add to the network (as shown here: https://arbiscan.io/address/0xA29FDe0238C72949ee4d859BeBc81Ad25034eca1).
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As a fully transferable collateral instrument, rTBLs enable DeFi lending, structured yield strategies, and liquidity provisioning, accelerating the adoption of RWAs on Arbitrum.
Enhancing On-Chain Liquidity and TVL Stability:
-
TBLs/rTBLs contribute to stable TVL growth by introducing a low-risk, Treasury-backed asset, attracting institutional capital and DeFi users seeking secure yield options.
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Liquidity is supported through three channels:
o AMM trading on Curve (already live on Ethereum)
o Secondary market activity (collateralized trading & lending)
o Direct liquidity provision by PV01.
Immediate Utility for DeFi Protocols and Institutional Users:
-
TBLs/rTBLs integrate seamlessly into DeFi applications (lending, borrowing, and stable yield strategies) as high-quality collateral.
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Institutional partners—including market makers and trading desks—are already evaluating TBLs and rTBLs for collateral use, driving additional trading volume on Arbitrum.
Strengthening Arbitrum’s Position as an RWA Hub:
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Supporting PV01’s TBLs/rTBLs reinforces Arbitrum’s status as a leading blockchain for real-world assets, setting it apart from competitors in the race to integrate institutional finance.
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TBLs/rTBLs act as a gateway product for future RWA expansion, proving that Arbitrum can support scalable, compliant financial instruments on-chain.
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TBL issues on Arbitrum will enable the adoption of other fixed income instruments (in particular, PV01’s other key product, corporate bonds, ie: bonds issued by operating entities, as opposed to SPV’s) on Arbitrum.
Institutional Engagement and Expansion: By supporting a legally compliant RWA product, Arbitrum strengthens its appeal to institutions that require secure, transparent, and regulated structures. PV01’s existing partnerships with exchanges, market makers, and brokers will help accelerate institutional adoption on Arbitrum.
By selecting PV01’s TBLs/rTBLs, Arbitrum immediately strengthens its RWA ecosystem, enhances on-chain yield opportunities, and attracts new institutional and DeFi participants—all with a product that is already live and delivering value today.
2. Identify key management personnel and individual experience. Also include third parties utilized for managing assets and their qualifications.
PV01 has a proven leadership team with expertise in traditional capital markets and specifically in fixed income assets, including successful track records building businesses in the institutional digital assets market. Our executive team has diverse global experience from leading institutions such as Goldman Sachs, Deutsche Bank, Societe Generale and B2C2.
Maxime Boonen, CEO and Co-Founder
https://www.linkedin.com/in/maxboonen/
Max is the co-founder of PV01. Founded in 2022, the company makes it possible to invest in government bonds directly from stablecoins. As a broker-dealer, PV01 arranges the issuance of digital bonds as tokens on public blockchains. Previously, Max co-founded B2C2, a pioneering firm that became the largest OTC dealer of the digital assets markets. B2C2 was acquired by Japanese banking group SBI in 2020. Before joining the nascent crypto industry in 2015, Max was an interest rates trader at Goldman Sachs.
Manuela Warnier, Chief Operating Officer
https://www.linkedin.com/in/manuela-warnier-ab2b04a6/
Manuela previously worked with Max as B2C2’s Chief of Staff. Having joined the firm in early 2017, she helped to scale the company’s operations to over 100 people before joining an important crypto hedge fund. A self-directed and resourceful COO with 6+ years’ experience, she has successfully planned, managed and delivered diverse cross-functional projects. Manuela is an impactful networker and relationship builder with a growth mindset.
Jan Wipplinger, Head of Product
https://www.linkedin.com/in/janwipplinger/
Prior to joining PV01, Jan worked for Deutsche Bank as a Managing Director in the Global Markets business where he held various senior roles covering debt capital markets, fixed income and emerging markets in London and Asia Pacific. His 20 years of experience spent in the depth of the bond market will help PV01 to combine time-tested financial thinking with innovative blockchain technology to create value in capital markets for our clients.
Kristi Green, Head of Legal
https://www.linkedin.com/in/kristimaureennicholsongreen/
Kristi is a Canadian/UK qualified finance lawyer with extensive experience in both debt capital markets and structured finance. Kristi has been involved in advising issuers and sponsors on the local laws applicable to structured debt transactions conducted via offshore SPVs. Through her multi-jurisdictional career spanning Canada, France, the UK, Cayman Islands and Ireland, Kristi has gained exposure to securities regulations and capital markets practice across the UK, European and North American markets.
Marcello Dalponte, Head of Technology
https://www.linkedin.com/in/marcello-dalponte-31b73aa7/
Marcello is a dynamic software engineer whose insatiable curiosity and dedication propelled his rapid career growth at B2C2. His expertise in tackling complex scalability and reliability challenges quickly earned him the role of Head of OTC Platform. Drawn by the team and new challenges, Marcello joined PV01 as Head of Tech to apply his extensive knowledge and explore the emerging field of tokenized RWAs.
Michael Wynne, Chief Compliance Officer
https://www.linkedin.com/in/michaelwynnerm/
Before joining PV01, Michael established a regulatory compliance service line at Walkers Global, a prominent offshore law firm. He successfully guided digital asset businesses through the regulatory licensing process, held several non-executive directorships and expanded the advisory business within the offshore market. His risk and compliance experience spans the UK, British Virgin Islands and Bermuda and he is a Fellow of the International Compliance Association. Michael is known for his practicality, risk mindset and ability to deliver.
Third Party Asset Management: There is no active management of underlying assets (and therefore no third party involved in that capacity) —each issuance is backed exclusively by a specific Treasury Bill held in custody for the Issuer until maturity. See Question 11 under Plan Design below for details regarding the custodian and other third party service providers.
3. Describe any previous work by the entity or its officers/key contributors similar to that requested. References are encouraged.
PV01 is one of the key actors in the Real-World Asset (RWA) space, with a proven track record in structuring, issuing, and scaling on-chain debt instruments. Digital bonds – both treasury-backed and corporate issuances (secured or unsecured) – are our core products, the essence of our expertise. We have successfully developed, issued, and expanded Treasury-backed digital bonds, making us one of the most active participants in the RWA sector. Our experience spans product structuring, legal frameworks, primary issuance, secondary market development, and institutional adoption of digital bonds, positioning us as a key player in bridging traditional fixed-income markets with decentralized finance.
TBLs and rTBLs are not just a concept—they have been issued on Ethereum since April 2024 and are now live on Arbitrum, ensuring our contribution to the ecosystem is immediate and tangible. With a design focused on scalability, transparency, and seamless integration, our products cater to both DeFi and CeFi participants, making them highly adaptable across the ecosystem.
To strengthen adoption and ensure sustainable liquidity, PV01 works closely with leading market makers and institutional trading firms, including Keyrock and B2C2. These relationships drive liquidity provision, enhance secondary market activity, and establish TBLs/rTBLs as a foundational asset within Arbitrum’s evolving financial infrastructure.
Our team brings deep expertise in Debt Capital Markets (DCM), with decades of experience in traditional finance, debt structuring, and capital markets. This background enables us to create institutionally sound, regulatory-compliant RWA products while ensuring Arbitrum remains a preferred blockchain for real-world financial integration. By combining real-world financial expertise, institutional partnerships, and a fully deployed product, PV01 is uniquely positioned to deliver scalable, institutional-grade RWA solutions on Arbitrum. Our work is not theoretical—we are already live, integrated, and actively contributing to the ecosystem today.
References:
| Name | Position | Company |
|---|---|---|
| Nicolas Priem | Managing Director and CIO | Tioga Capital |
| Thomas Klocanas | General Partner | BlockTower Capital & Strobe Ventures |
| Thomas Restout | CEO | B2C2 |
- Has your entity or its officers/key contributors been subject to an enforcement action, criminal action, or defaulted on legal or financial obligations? Please describe the circumstances if so.
No
- Describe any conflicts of interest for your entity and key personnel.
No conflicts of interest to report.
- Insurance coverages, guarantees, and backstops Name of insurer or guarantor Per incident coverage Aggregate coverage
N/A. Investors’ claims are fully secured by a fixed English law charge over the underlying US T-Bills held in the collateral accounts.
- Historical tracking error in your proposed product, or similar to that being proposed Product 2024 2023 2022 2021
None
- Brief reason for above tracking error
Not applicable
- Please describe any experience your firm has in working with decentralized organizational structures
PV01 operates at the intersection of traditional finance and decentralized finance, giving us extensive experience in navigating decentralized organizational structures while ensuring regulatory alignment. Our work in the RWA sector has required us to engage, integrate, and collaborate with decentralized protocols, DAOs, and governance structures to create scalable, legally sound financial products that meet both institutional and DeFi requirements.
A key aspect of our approach is building infrastructure that serves both centralized and decentralized ecosystems. This includes working with DeFi-native partners to ensure that TBLs (and by extension rTBLs) are fully composable and adaptable within permissionless environments. Our ability to bridge these two worlds allows decentralized organizations to leverage RWAs without compromising on-chain efficiency or transparency.
We have engaged with DAOs and governance-driven ecosystems to ensure that our product design, risk frameworks, and collateral management structures align with decentralized financial models. TBLs are structured to fit into DAO treasuries, decentralized credit markets, and on-chain yield strategies, making them a practical tool for decentralized organizations.
Our partnerships with DeFi-native liquidity providers and governance-driven stakeholders have given us hands-on experience in integrating on-chain transparency, smart contract compatibility, and decentralized governance considerations.
- What is your entity’s current assets under management, assets held in trust, total value locked, or equivalent metric for your legal structuring?
PV01’s TVL (currently $20 million) is on a strong growth trajectory, reflecting increasing institutional adoption of our digitally native, Treasury-backed bonds. Our issuance pipeline and institutional partnerships indicate scalability and long-term demand, reinforcing the structured financial products we offer.
Unlike tokenization platforms that pool assets into a fund structure, PV01’s TBLs are standalone, fixed maturity, secured debt instruments, each issued by a separate segregated cell of a bankruptcy-remote SPV (Digital Bonds Ltd). Each TBL token represents a direct debt claim against the TBL issuer, backed by a specific U.S. Treasury Bill with the same maturity, held in a separate custodial account secured for the benefit of TBL holders. The Treasury Bill proceeds are applied by the issuer directly towards repayment of the TBLs (which mature on the same day) - or, for those electing to hold rTBLs - towards the purchase of TBLs of the next Series. This structure ensures full transparency, legal integrity, and precise exposure, making TBLs and rTBLs a trusted institutional-grade product on-chain.
To demonstrate institutional confidence, we have secured key partnerships with market makers such as Keyrock and B2C2, who are actively engaging with rTBLs as a collateral asset. Additionally, we have begun expanding issuances, and our rTBL structure is designed to drive compounding growth in TVL by eliminating redemption friction and ensuring uninterrupted reinvestment cycles.
As adoption increases, we expect rTBLs to become a core fixed-income product for DAOs, treasuries, and institutional DeFi participants, further reinforcing Arbitrum’s RWA ecosystem. We welcome continued collaboration with Arbitrum to accelerate this adoption and establish rTBLs as a cornerstone of the on-chain yield infrastructure.
- How many of these assets held are present on Arbitrum One, if any?
$1M (see here: 4-week T-Bill - DB Series-14 (TBL-20250401-14) Tok)
Plan design
1. Please describe your proposed product, including a description of the underlying assets and, if more than one asset, the proposed allocation among assets and general investment guidelines. Where appropriate, include targeted maturity mix and credit quality. Attach supplementary documents as appropriate.
PV01’s Treasury Bill backed bonds (TBLs) are digitally native, fixed-term secured debt instruments that provide direct exposure to U.S. Treasury Bills in a transparent and efficient on-chain format.
A. TBLs: Fixed-Term Treasury-Backed Bonds
Each TBL issuance is backed 1-for-1 by a single U.S. Treasury Bill (T-Bill) of the same maturity and aggregate principal amount. Unlike pooled investment funds, PV01 does not actively manage a portfolio of assets. Instead, each issuance corresponds in principal amount, maturity and yield to a specific U.S. T-Bill (identified by its CUSIP) held by its issuer, ensuring direct, fixed-term exposure to Treasuries.
This structure enables full transparency on the underlying yield generation and avoids the need for management of an off chain pool of assets.
TBLs generally have short maturities (4 weeks). However, TBLs can be issued with flexible maturities and sizes based on investor preferences, allowing them to replicate an investment in any available U.S. Treasury Bill in the market.
B. rTBLs: A Solution to Active Decision-Making and Operational Burden
To address the challenge posed by short, fixed-term maturities, PV01 introduced its “rollable TBLs”, a Treasury-backed bond with an automatic rollover option, eliminating the need for manual reinvestment to extend maturity and replicating a potentially perpetual bond.
Automated Rollovers with ERC-4626 Vaults:
Rollable TBLs leverage an ERC-4626 vault, where at any time, the vault holds an “on-the-run” 4-week TBL. TBL Holders can opt into the automatic rollover by depositing their TBL tokens into the vault, in exchange for rTBL tokens, each representing the holder’s right to withdraw a proportionate share of the TBL tokens in the vault.
At TBL maturity, the current TBL inside the vault is automatically rolled (reinvested) into the next TBL issuance, and the rTBLs then represent the holder’s right to withdraw TBL tokens of the next series - the vault automatically rolls upon the maturity of each TBL series, giving rTBL holders seamless, uninterrupted exposure to Treasuries.
rTBL tokens are transferable and can be traded in the same way as TBL tokens. To claim USDC, rTBL holders must first exchange their rTBL tokens with the vault for TBL tokens, then submit a redemption claim into the TBL smart contract on the next TBL maturity date.
With rTBLs there is no need for investors to manually manage reinvestment, making rTBLs ideal for DAOs, institutional treasuries, and passive investors seeking predictable, longer-term yield.
Eliminating Operational Complexity: With non-rollable TBLs, investors had to track maturity dates and manually redeem and reinvest. With rTBLs, the process is fully automated, reducing friction and making them the easiest-to-manage RWA product available on Arbitrum. This aligns perfectly with Arbitrum’s goal of supporting yield-bearing RWAs without requiring complex, hands-on management.
Flexibility and Liquidity: Investors can redeem rTBLs to withdraw their TBLs from the vault at any time , sell the TBLs and immediately receive USDC or redeem them in USDC on the next TBL maturity date instead of rolling over at the end of a cycle. Multiple sources of liquidity ensure smooth market operations (e.g. AMM trading on Curve, secondary market trading with collateralized lending & settlements, etc.).
Collateral and Security: Each TBL is fully backed by a U.S. Treasury Bill, held in a segregated account with a UK-regulated custodian (StoneX). The account and collateral are pledged to a US-licensed trust company (Ankura Trust Company) as Security Agent for the benefit of the TBL holders and held to maturity, ensuring transparency and regulatory compliance. There is no active management of assets—each issuance is backed exclusively by a specific Treasury Bill which is held to maturity, ensuring certainty of investor returns.
Do investors have any shareholder, investor, creditor or similar rights?
TBLs are debt instruments issued directly on-chain. Each TBL token represents a secured limited recourse debt claim (secured creditor claim) against the SPV issuer. Unlike a fund product, they do not represent ownership or equity rights in the issuer or the underlying collateral. TBL and rTBL holders do not have discretionary management or governance rights, ensuring a fixed-income, low-risk exposure without added complexity.
In the event of non-payment by the Issuer, the Security Agent can immediately seize control over the collateral accounts and liquidate the underlying T-bills or use their redemption proceeds to repay investors.
- Describe the legal and contractual structuring for your product including regulatory bodies overseeing your business and the product and identifying all legal jurisdictions interacting with your product. Attach supplementary documents as appropriate.
Licensed, regulated entities:
PV01 Capital Markets Ltd (PV01), a company incorporated under the laws of Bermuda with company number 202302581, acts as arranger and tokenizer of the TBL issuances.
PV01 is licensed by the Bermuda Monetary Authority under the Digital Asset Business Act 2018 of Bermuda to operate as a broker and dealer and digital asset services vendor in respect of digital tokens that represent debt claims.
PV01 is a 100%-owned subsidiary of HDL MF SA, a company incorporated in Belgium.
The SPV, Digital Bonds Limited, was established in September 2023 and incorporated as an ‘orphan’ special purpose vehicle in the form of a segregated accounts company (“SAC”) under the laws of Bermuda. Each segregated account of the SPV acts as an issuer of a separate series of TBLs, ensuring complete segregation of assets and liabilities - meaning the Treasury Bills purchased using the proceeds of each TBL series are segregated and their proceeds applied solely towards repayment of that TBL series.
The entire issued share capital of the SPV is held by an independent third party Share Trustee on trust for charitable purposes. The SPV’s sole business purpose and activity is the issuance of Digital Bonds and the purchase of collateral for such Digital Bonds through its segregated accounts (each acting as a separate issuer).
Digital Bonds Limited is also regulated and licensed under the Digital Asset Business Act 2018 of Bermuda for the issuance of digital bond tokens.
Transaction Parties and Documentation:
All legal documentation for the issuance of TBLs is governed by English law, the gold standard for TradFi international debt issuance. Notably, PV01 is the only entity which arranges fully digital native bonds under English law.
Each series of TBLs is constituted under a separate Deed Poll entered into by the relevant Issuer for the benefit of investors in the TBLs from time to time, which includes provisions:
(i) constituting the Issuer’s obligations under the digital bonds;
(ii) providing for the issuance of the digital bonds represented by the TBL tokens minted by the smart contract on the blockchain;
(iii) providing for the Issuer’s obligations to be attached to the TBL tokens and for the the prescribed rights to be attached to the rTBL tokens; and
(iv) governing title and transfer of ownership of the digital bonds.
Accompanying this proposal by e-mail is a copy of the Final Offering Memorandum for the DB Series-14 TBLs issued on Arbitrum on 12 March 2025. This contains descriptions of the parties and documentation, including the Deed Poll, Arranger Agreement, Arrangement and Tokenization Services Agreement (ATSA), Brokerage and Custody Agreement, Security Deed and the Conditions of the bonds themselves (see the sections entitled “Transaction Parties and Transaction Documents” and “Terms and Conditions of the Digital Bonds”). Full copies of the ATSA, the Deed Poll and the Security Deed can also be provided upon request.
- Would Arbitrum’s assets be bankruptcy remote from your own entity and its officers/key contributors? If so, please explain the legal and contractual basis. On a confidential, non-reliance basis, provide any third party legal opinions to support the conclusions.
Yes, Arbitrum’s assets would be fully bankruptcy remote from PV01, its officers, and key contributors. Our TBLs are structured in accordance with TradFi practices to ensure strict legal separation, protecting investor assets from any potential insolvency risk related to PV01 or its affiliated entities.
To achieve bankruptcy remoteness, each series of TBLs is issued by a separate segregated account of Digital Bonds Ltd (DBL), an independent “orphan” Special-Purpose Vehicle (“SPV”) that is legally and operationally separate from PV01, ensuring that the assets backing the TBLs remain fully ring-fenced from PV01’s operations. The segregated account company (or “SAC”) structure of the SPV itself ensures statutory segregation of assets and liabilities as between each TBL issuer as a matter of Bermuda law. The SPV exists solely to issue TBLs and to purchase and hold the underlying U.S. Treasury Bills. The SPV has no other business activities or liabilities, preventing any competing claims from external creditors.
The U.S. Treasury Bills backing each series of TBLs are held in a segregated collateral account in the name of the TBL series issuer, secured for the benefit of TBL investors. These assets are never commingled with PV01’s (or any other entity’s) corporate funds or used for any other purpose. Investors hold a direct debt claim against the TBL issuer payable out of the collateral proceeds, not against PV01 or any of its affiliates.
Additionally, limited recourse and non-petition provisions prevent investors and service providers to the TBL issuer from accessing any assets other than those backing the specific TBL issuance or from initiating insolvency proceedings, ensuring that the structure remains operational and “bankruptcy-proof”.
PV01 has secured legal opinions from English and Bermudan counsel, affirming the validity and enforceability of the bonds. These legal opinions will be shared with the Arbitrum team on a confidential and non-reliance basis.
How are Arbitrum’s assets protected vis-a-vis the bankruptcy of the brokerage or applicable financial institution (e.g., bank deposit insurance, securities insurance, etc.)?
The underlying T-bills and related cash proceeds securing each TBL series are held in segregated cash and securities custody accounts with the custodian, StoneX, which operates in compliance with the FCA’s CASS regulatory framework [Link] - which requires, among other things that client assets be held separately from assets owned by the custodian and are clearly identified as client assets - and are as such protected from a bankruptcy of the custodian.
Does the Issuer issue more than one asset? If so, what is the priority relationship between different asset classes?
No, each specific TBL is issued by a separate “fresh” segregated account of the SPV (Digital Bonds Limited), which has no other business or liabilities. The segregated account company structure of the SPV ensures a statutory segregation of assets and liabilities among its segregated accounts acting as issuers. The claims of the holders of each series of TBLs are secured against the collateral and rank pari-passu amongst themselves. Once a TBL issuance is repaid (or rolled over), the segregated account which issued it is retired and does not conduct any further TBL issuances.
- Provide a detailed cash flow diagram that shows the flow of funds from ARB/Fiat conversion, investment in underlying asset, payment of expenses, sale of underlying asset, and repayment (Fiat/ARB conversion), including the counterparties and legal jurisdictions involved.
We have included as an attachment to the e-mail accompanying this application a complete cash flow diagram illustrating the rolling mechanism of the rTBL.
- Describe anticipated tax consequences (if any) in transacting on the underlying and/or receipt of yield.
The tax treatment for each investor depends on their specific tax situation. All potential investors are advised to consult with their professional tax advisors as to the respective jurisdictional tax consequences of the purchase, ownership, disposition, lapse, exercise or redemption of the TBLs in light of their particular circumstances.
Payments under the TBLs are made without withholding or deduction.
- Describe the process and expected timeline for liquidation of assets, if given instructions to do so by Arbitrum governance.
As noted above, TBLs have short, fixed maturities coinciding with the maturity of their underlying T-bills and, other than in the case of a default, TBL Holders do not have the ability to require the TBL issuer to liquidate the underlying T-bills and redeem the TBLs prior to their scheduled maturity date. However, an early redemption option is available upon request by any investor subject to a minimum redemption of USDC 500k. Such redemptions are funded by a sale of underlying T-bills in a corresponding amount and are processed within 1 day.
The TBLs automatically mature and are repaid using the proceeds of the underlying T-Bills (which mature on the same date), without instructions from Arbitrum governance. TBL tokens deposited into the rollover vault in exchange for rTBLs will automatically be exchanged at maturity for TBL tokens of the next series, which will be delivered into the vault and the rTBL will represent its holder’s right to withdraw the new TBLs from the vault at any time.
TBLs and rTBLs can be sold at any time on secondary markets, to PV01 or other dedicated market makers at any time.
In the event of a default, the Security Agent can immediately seize control over the collateral accounts and liquidate the underlying T-bills or (if already redeemed by the US Treasury) apply their redemption proceeds to repay investors. This process can be completed within a day.
- What amount of first-loss equity will Sponsor provide to ensure over-collateralization, how is the first-loss equity denominated, and what is the source of capital?
As addressed above, over-collateralization of TBLs is unnecessary due to the credit quality of the underlying T-bills securing each issuance and the absence of any competing liabilities of the TBL issuer. Recourse of the holders of each series of TBLs is limited to the proceeds of the Underlying T-bills, which have an aggregate face amount which is equal to the principal amount of the TBLs. Any losses at the T-bill level (in the unlikely event of non-payment by the U.S. Treasury or inability to liquidate the T-bills at market value) are passed on to TBL holders, who have no further claims against the TBL issuer (or PV01) if the collateral redemption or liquidation proceeds are insufficient to repay the TBLs in full. Costs of the TBL issuer are borne 100% by PV01.
- Describe the liquidity and stability of the proposed underlying assets, including anticipated settlement times from the sale of the underlying to the repayment of ARB.
The US T-Bill market is vast, stable and liquid.
On the maturity date of each TBL (which corresponds to that of its underlying US T-Bill), once the US T-Bill redeems and the USD proceeds are received in the TBL issuer’s cash collateral account at the custodian, they are immediately converted into USDC and deposited into the smart contract and can be claimed by investors. The process takes place intraday, within a few hours of market open in New York.
- If relying on the blockchain for any of the transactional flows, please describe any blockchain derived risks and mitigations.
The TBL issuance and redemption settlement processes are conducted on-chain through the smart contract.
There are also on-chain payment flows upon issuance and redemption as follows:
On the issue date:
- TBL proceeds in USDC are transferred from the issuer’s Fireblocks digital wallet to its account at Coinbase
- USDC is converted/off-ramped at Coinbase to USD
- USD is transferred from the issuer’s account at Coinbase to the issuer’s cash account at StoneX
On the maturity date:
- Treasury-bill proceeds in USD are transferred from the issuer’s cash account at StoneX to its account at Coinbase
- USD is converted/on-ramped on Coinbase to USDC
- USDC is sent from Coinbase into the smart contract
General risks related to the smart contract and blockchain are set out in the Offering Memorandum. These risks are mitigated by the fact that the on-chain accounts / wallets including the smart contract itself are utilized on a flow through basis only, so that funds sit in those on-chain accounts for short periods of time (no more than a few hours). Credentials are protected following industry best practices.
- Does the product rely on any derivative product (swaps, OTC agreements?)
No, the proceeds of the underlying T-Bills are paid in USD directly to the issuer, converted 1:1 to USDC via Coinbase and passed on to investors at maturity.
- List all the third-party counterparties linked to your assets including and not restricted to prime broker if any, custodian, reporting agent, banks for derivatives or loans and provide primary contact details for the third-party counterparties
| Third-Party | Name |
|---|---|
| Broker and Custodian | StoneX Financial Ltd. |
| Fiat On/Off Ramper | Coinbase, Inc. |
| Security Agent | Ankura Trust Company, LLC |
| Arranger and Tokenizer | PV01 Capital Markets Ltd. |
| Wallet Provider | Fireblocks Ltd. |
| Legal Advisors | Hogan Lovells (English law) and Walkers (Bermuda law) |
- Can you explain how is risk management (inv and operational) being done? Can you provide a copy of your risk management policy?
Our risk management policy accompanies this proposal by e-mail. PV01’s risk management methodology is supervised and assessed by the Bermuda Monetary Authority.
Our main risks are operational (such as hacking or loss of credentials). To mitigate such risks, we use industry best practices and the guidance of the Digital Asset Custody Code of Practice of the Bermuda Monetary Authority.
PV01 follows the Graphical Assessment of Activity and Network Technique (GAANT) approach to risk management. This method is used to visually represent and manage risks in a GAANT register.
Performance reporting
- What are your proposed performance benchmarks? If this is substantially different from the underlying assets, please explain why.
Each TBL is directly linked to (repaid out of the proceeds of) a specific underlying US T-Bill. The performance of each TBL series is therefore exactly the same as the underlying T-Bill backing that series, minus the product fee charged by PV01 (see below for details regarding the fee).
The performance of US T-Bills across different maturities can be tracked on Daily Treasury Bill Rates published by the Federal Reserve Bank.
- Describe the content, format, preparation process, and cadence of performance reports. This should include proof of reserves, if appropriate. Please include a sample report.
Since TBLs are not structured as a fund, their performance is directly tied to the underlying U.S. Treasury Bills (T-Bills) that secure each issuance, each identified by its CUSIP. Investors have full transparency into the yield and valuation of the issuer’s collateral holdings, as these are directly linked to publicly available market data.
The U.S. Department of the Treasury publishes daily interest rate yield curves, allowing investors to independently verify expected returns. Additionally, our custodian generates a daily valuation report for each U.S. Treasury Bill held in the collateral account. These reports provide a clear record of asset holdings, maturity dates, and valuation, serving as proof of reserves and confirming that each TBL issuance remains fully backed.
The U.S. Treasury Bills backing TBLs are held in a segregated collateral account and cannot be withdrawn or transferred without the Security Agent’s approval, ensuring full protection and separation from other operations. Reporting data is accessible daily, reinforcing transparency and investor confidence.
The reporting cadence consists of:
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Daily valuation reports prepared by the custodian, confirming the collateral account balances, the value and status of the underlying T-Bills.
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Real time independent verification through publicly available Treasury market data.
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Sample reports provided as part of this proposal for review.
- Who provides the performance reports in respect of the underlying assets?
As noted above, StoneX as custodian provides statements of account in respect of the underlying T-Bills.
- Describe any formal audit process and timing of such audits.
The SPV (Digital Bonds Ltd) makes monthly regulatory reporting of its assets to the Bermuda Monetary Authority. We expect to receive our first, annual third-party financial audit at the end of this financial year 2025, in accordance with license requirements.
Pricing
- Provide a copy of your standard contract, or one similar to what is being proposed here.
An Offering Memorandum is produced in support of each TBL series issuance, providing full disclosure on the issuer, the TBLs and related risk factors, an example of which accompanies this proposal by e-mail.
Investors confirm they have read and accepted the Subscription Terms and the Offering Memorandum (including the Conditions of the bonds) when they submit their TBL subscription orders on the Pivio platform. The Conditions of the bonds (including transfer restrictions) bind the initial subscriber and all transferees.
- Fee summary: Inclusive of the full scope of services requested. Product Fee schedule If asset based Fee calculation for our plan if asset based Annual fee if flat fee Any other fees (including redemption or minting fees)
Unlike fund structures, PV01 does not charge management fees and the fees of other service providers (the Broker/Custodian, Security Agent, Fireblocks, Coinbase) are fully funded by PV01, making TBLs and rTBLs the most cost-efficient way to access U.S. Treasury yield on-chain.
The TBL product fee is a flat 20bps annualized, fully included in the offer yield and issuance price of each TBL. Other than gas fees when interacting with the smart contract, there are no additional fees—no management fees, no redemption fees, and no hidden costs or expenses borne by investors.
Our streamlined structure ensures complete transparency, minimal costs and maximum efficiency.
- Describe frequency of fee payment and its position vis-a-vis payment priority compared with other expenses (i.e., cash waterfall)
The product fee is taken by PV01 as Arranger and Tokenizer at inception and fully included in the offer price of the TBL on primary issuance. There are no ongoing fees or additional charges. All operating expenses of the SPV/issuers are pre-funded and borne entirely by PV01, ensuring that investors pay nothing beyond the embedded flat fee.
Smart Contract/Architecture
- How many audits have you had and name of auditors? Please provide a copy of reports.
Regular audits of our smart contract are conducted by Crypton.
The full collection of audits are here: Audits/PV01 at main · CryptonStudio/Audits · GitHub.
The latest report is available here: Audits/PV01/Smart Contract Audit report - PV01 Price Oracles - 28.11.2024.pdf at main · CryptonStudio/Audits · GitHub.
We recently had a penetration test of our platform conducted by an external provider. The results and remediation are available in the spreadsheet submitted as part of this application via email.
- Is the project permissioned? If so, how are you managing user identities? Any blacklisting/whitelisting features?
The permissioning of TBLs and rTBLs is similar to that of USDC with regards to minting, transferring and redeeming, except that no whitelisting is required in connection with deposits and withdrawals of rTBLs from the vault.
Transfers are allowed by the smart contracts except when the recipient is in a blacklist (maintained by Chainalysis) to prevent sending to known sanctioned addresses.
Minting and redemption of TBLs require the investor’s wallet to be whitelisted, which corresponds to the investor being KYC’d by the regulated entity. The Arbitrum Foundation would be one such investor.
- Is the product present on several chains? Are there any cross-chain interactions?
The product is currently only present on Ethereum and Arbitrum, with ongoing work on multiple chains.
- Are the RWA tokens being used in any other protocols? Please describe the various components of the ecosystem
Yes, rTBLs are already live on Curve on Ethereum, enabling efficient secondary market liquidity and increasing accessibility for a broader range of DeFi participants. The transferability and non-rebasing structure of the rTBLs allow them to seamlessly integrate into any system that supports the ERC-20 standard, unlocking multiple use cases across DeFi and institutional markets.
- How are trusted roles/admins managed in the system? Which aspects of the solution require trust from users?
Ownership of TBLs is trustless, they behave in a similar way as other ERC-20 tokens such as USDC.
Administration of the smart contract uses an admin key that is protected by Fireblocks. As a regulated entity, although PV01 does not custody assets, we do (under authority granted by the SPV) control its accounts and digital wallets. In doing so, we follow the guidance of the Digital Asset Custody Code of Practice of the Bermuda Monetary Authority. Two out of four MPC approvals are required for blockchain operations.
The investment process into the underlying US T-bills is centralized and relies on human action. Investors must trust:
(i) the officers of PV01 to transfer and convert the USDC issuance proceeds into USD; transfer the USD from Coinbase to StoneX; and instruct StoneX regarding the purchase of the underlying T-Bills; and
(ii) the representatives of StoneX to execute the T-Bill purchase transaction and deposit the T-bills to the issuer’s custodial account, and the reverse with respect to the USD redemption proceeds of the T-Bills at maturity.
- Is there any custom logic required for your RWA token? If so, please give any details.
TBLs and rTBLs are issued in the form of ERC-20 tokens, which can be held in and transferred into any wallet.
Two additional smart contract functions are important during the lifecycle of each TBL token:
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a “claim” function to receive the final redemption payment at the maturity of the bond.
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a “settle bond purchase” function upon the issuance of each bond to mint tokens against payment of the USDC subscription price/funding commitment.
Supplementary
- Please attach any further information or documents you feel would help the screening committee or ARB tokenholders make an informed decision. If you prefer this not to be made public, it can be emailed to rwa@dao.arbitrum.foundation. Please mention in your application that documents have been emailed for committee review.
See email.