Regulatory disclosures
Mithril is a non-custodial interface. Our intended statutory posture, including any applicable SEC or CFTC framework, is subject to outside counsel's opinion; the definitive memo will be posted here before the first paid user transacts. This page documents platform operations, fees, conflicts, and risk factors, plus a condition-by-condition map of how the product is built to satisfy the relevant non-broker-dealer interface requirements.
Last updated: April 2026
Regulatory Disclosures
Summary for users
- ✓Self-custody throughout. Mithril prepares transactions. You review, sign, and broadcast from your own wallet. Mithril does not hold user funds or keys.
- ✓Fees are fixed and published. 0.25% per side + 0.50% interface fee on tokenized trades, independent of execution venue. OTC: 0% self-sourced, 1% platform-matched.
- ✓Users choose the route. Every execution venue is shown with price, gas, and settlement speed. No payment-for-order-flow, no routing preferences.
- ✓Mithril is not a broker. Slopshop Inc. operates a non-custodial interface. It is not a broker-dealer, investment adviser, or exchange. Mithril displays markets, prepares unsigned transactions, and routes orders to on-chain venues. Users sign and broadcast every transaction themselves.
- ⚠Trading carries real risk. Private markets are illiquid. Total loss is possible. Prediction positions can expire worthless. Not SIPC or FDIC insured.
The 16 sections below cover platform role, fees, conflicts, risk factors, settlement mechanics, and compliance policies.
Non-custodial interface condition map
Mapping of the 12 conditions commonly applied to non-broker-dealer trading interfaces. The controlling statutory framework is subject to outside counsel's opinion.
| # | Condition | Status | Reference |
|---|---|---|---|
| 1 | User customization of ALL default tx params | Met | Slippage, gas priority, deadline — §9, Trade UI |
| 2 | Educational materials on tx parameters | Met | Tooltips on each param — Trade UI, §9 |
| 3 | No solicitation of specific transactions | Met | No "buy X" language — Language audit clean |
| 4 | Disclose default venue selection methodology | Met | §10 Venue Selection Methodology |
| 5 | Disclose venue affiliations | Met | §3 Conflicts of Interest, §8 Venue Integration |
| 6 | Show alternative execution routes | Met | Multi-venue route display — Trade UI |
| 7 | Objective sorting (no subjective labels) | Met | Sort by price/vol/change — §5 Software Parameters |
| 8 | No subjective characterization | Met | Zero prohibited terms — Codebase audit clean |
| 9 | Pre-disclosed, verifiable software params | Met | §11 Algorithm Transparency |
| 10 | No discretion over market info or tx decisions | Met | §11 Execution Flow — zero platform discretion |
| 11 | Fixed fees independent of product/venue | Met | §2 Fee Schedule — 0.25% + 0.50% uniform |
| 12 | Prominent disclosure of role, fees, conflicts | Met | §1-§11, Trade UI disclaimers, Footer |
All 12/12 conditions met. This page contains 16 disclosure sections covering: platform role, fees, conflicts, limitations, software parameters, cybersecurity, MEV protection, venue integration, default parameters, venue methodology, algorithm transparency, risk disclosures, tokenization structure, KYC/AML, settlement process, and insurance/protection. Contact legal@mithril.pro with questions.
1. Platform Role
Mithril is a non-custodial interface. The Platform's intended statutory posture, including any applicable SEC or CFTC framework, is subject to outside counsel's opinion; the definitive memo will be posted on this page before the first paid user transacts.
Slopshop Inc. is not a registered broker-dealer, investment adviser, transfer agent, funding portal, or national securities exchange under the Securities Act of 1933, the Securities Exchange Act of 1934, or the Investment Advisers Act of 1940. The Platform does not provide investment advice, tax advice, legal advice, or any personalized financial recommendations.
The Platform operates as an aggregation and routing interface that displays market data, facilitates order placement through integrated venues, and provides tools for users to manage their own investment activity. All investment decisions are made solely by the user.
2. Fee Schedule
The following fees are charged by Mithril on applicable transactions. All fees are disclosed prior to transaction confirmation and are deducted at the time of execution.
| Fee Type | Rate | Applies To |
|---|---|---|
| Trade Fee | 0.25% | Per side, tokenized equity trading |
| Interface Fee | 0.50% | On tokenized trades via frontend |
| Wrap Fee | 1.50% | Converting shares to tokenized equity |
| Unwrap Fee | 1.00% | Converting tokens back to shares |
| Prediction Markets | 2.00% | On prediction market volume |
| OTC Deal (self-sourced) | 0.00% | Bring your own counterparty — no fee |
| OTC Deal (platform-matched) | 1.00% | Mithril matches buyer and seller |
Fee Agnosticism: All fees are applied consistently and are product, execution route, execution venue, and counterparty agnostic. Mithril does not receive different compensation based on which venue executes a trade or which counterparty fills an order. OTC deals are free (0%) when you bring your own counterparty. When Mithril matches buyer and seller via the IOI board, a 1% platform matching fee applies.
3. Conflicts of Interest
Mithril is committed to transparency regarding potential conflicts of interest. The following relationships and arrangements may present conflicts:
- Venue Affiliations: Mithril integrates with multiple third-party venues for order routing and data aggregation, including Jarsy (Base chain tokenized equity), PreStocks (Solana tokenized pre-IPO stocks), GeckoTerminal (on-chain price data), and Jupiter (Solana DEX routing). Mithril does not hold equity stakes in any of these venues. Integration decisions are based solely on liquidity, reliability, and user benefit.
- Data Source Relationships: Market data is aggregated from SEC EDGAR, CoinGecko, NewsData.io, Metaculus, PolyRouter, and other public sources. Mithril does not receive payment from data providers for preferential display of their data.
- Market Creation Revenue: Users who create prediction markets earn 2% of future volume on those markets. Mithril does not create markets for its own benefit or participate as a counterparty in any prediction market.
- Referral Program: Mithril operates a two-tier referral program (L1: 0.15%, L2: 0.05%) funded from platform fees. Referral incentives may influence user recommendations but do not affect order routing or execution.
4. Platform Limitations
Users should be aware of the following limitations of the Platform:
- Available Securities: The Platform currently covers 71 private companies across 10 sectors (AI, Fintech, Aerospace, Defense, Security, Enterprise SaaS, Health, Crypto, Chips, and Consumer/Gaming). This is not a comprehensive listing of all available private market opportunities.
- Supported Chains: Tokenized equity and on-chain settlement are currently supported on Base L2 (Ethereum Layer 2) and Solana. Other blockchain networks are not supported at this time.
- Data Sources: Market data, valuations, and pricing information are derived from third-party sources and algorithmic models. Mithril does not guarantee the accuracy, completeness, or timeliness of any data. Private market data is inherently uncertain and may differ materially from actual transaction prices.
- Liquidity: Private market securities are inherently illiquid. The Platform may display order books with limited depth. Users should not assume that displayed prices represent executable quotes for large order sizes.
5. Software Parameters
The following describes how the Platform's software processes and displays information:
- Order Routing: When a user places an order, the Platform routes to integrated venues based on objective criteria: lowest available price, lowest latency, and deepest liquidity. The Platform does not engage in payment-for-order-flow arrangements or receive compensation for directing orders to specific venues.
- Market Data Display: Company listings, market data, and prediction markets are displayed using objective sorting criteria. Default sort orders are based on market capitalization (companies), trading volume (markets), and probability (predictions). Users can customize sort and filter parameters.
- Objective Sorting Criteria: All default sort orders are based on quantitative, verifiable metrics — price, speed, and liquidity — rather than subjective or commercially-motivated rankings. No company, token, or market receives preferential placement through paid promotion or internal arrangement.
- Price Aggregation: Displayed prices are aggregated from multiple sources (Jarsy, PreStocks, GeckoTerminal, CoinGecko) and may represent indicative values rather than firm executable quotes. Price data is cached for performance (5-second to 5-minute TTLs depending on the data type).
6. Cybersecurity
Mithril implements the following security measures to protect user data and platform integrity:
- Authentication: User authentication is managed by Clerk, a SOC 2 Type II certified identity provider. Mithril does not store user passwords or authentication credentials directly.
- Data Security: Application data is stored in Supabase with Row Level Security (RLS) policies enforced at the database level. Users can only access their own data. All data in transit is encrypted via TLS.
- Rate Limiting: API endpoints are protected by rate limiting to prevent abuse and denial-of-service attacks. Write operations are limited to prevent excessive order placement.
- Monitoring: The Platform uses Sentry for real-time error monitoring and alerting. Audit logs are maintained for administrative actions and sensitive operations.
- No Custody: Mithril does not hold, custody, or control any user funds, private keys, or digital assets. Users are solely responsible for the security of their own wallets and private keys.
7. MEV Protection
Maximal Extractable Value (MEV) represents a risk inherent to on-chain transactions. Users should be aware of the following:
- MEV Risks: On-chain transactions may be subject to front-running, sandwich attacks, or other forms of MEV extraction by third-party validators or searchers. Mithril does not operate validators or engage in MEV extraction.
- Slippage Controls: Users can set maximum slippage tolerances before submitting transactions. The default slippage tolerance is 0.5%. Transactions that would exceed the user's slippage tolerance will revert.
- Transaction Deadlines: On-chain orders include deadline parameters after which they automatically expire. This prevents stale orders from being executed at unfavorable prices during periods of high volatility or network congestion.
- Base L2 Benefits: Transactions on Base L2 benefit from Ethereum's security guarantees with significantly lower gas costs and faster finality, reducing (but not eliminating) certain MEV attack vectors compared to Ethereum mainnet.
8. Venue Integration
Mithril integrates with the following third-party venues and data providers. Integration does not constitute an endorsement of any venue.
| Venue | Type | Network |
|---|---|---|
| Jarsy | Tokenized equity | Base L2 |
| PreStocks | Tokenized pre-IPO | Solana |
| GeckoTerminal | On-chain OHLCV data | Multi-chain |
| Jupiter | DEX swap routing | Solana |
Evaluation Criteria: Venues are evaluated and selected for integration based on the following objective criteria: available liquidity depth, execution latency, smart contract security (audit status), uptime reliability, and fee transparency. Mithril periodically reviews venue performance and may add or remove venue integrations based on these criteria.
9. Default Parameters
The Platform applies the following default parameters to transactions. All defaults can be customized by the user prior to order submission.
- Default Slippage Tolerance: 0.50% — The maximum acceptable price deviation between order submission and execution. Users can adjust this to any value between 0.01% and 50%.
- Gas Estimation: Gas fees are estimated using real-time network conditions at the time of order preview. Estimates may differ from actual execution costs due to network congestion changes between preview and confirmation. The Platform adds a 10% buffer to gas estimates to reduce transaction failure rates.
- Transaction Deadline: 30 minutes — Orders expire automatically after this period if not executed. Users can set custom deadlines.
- Order Types: The Platform defaults to market orders for prediction markets and limit orders for tokenized equity. Users can switch between order types before submission.
- Display Currency: All prices and valuations are displayed in USD by default. On-chain values are displayed in the native token of the respective chain (ETH for Base, SOL for Solana).
10. Venue Selection Methodology
When a user initiates a transaction, Mithril determines the default execution venue using the following deterministic algorithm. Users may override the default selection at any time.
Default Venue Selection Algorithm
- Check venue availability: Determine which venues support the requested asset. PreStocks (Solana) and Jarsy (Base L2) maintain independent token listings. The on-chain CLOB on Base L2 is available for all tokenized assets.
- Query real-time pricing: Fetch current ask/bid prices from all available venues simultaneously. Price data is refreshed every 5 seconds for active venues and 60 seconds for inactive venues.
- Rank by lowest execution cost: The default venue is the one offering the lowest total cost to the user, calculated as: (execution_price × size) + estimated_gas_fee + interface_fee. No weight is given to venue affiliation, marketing arrangements, or internal preference.
- Tiebreaker — settlement speed: If two venues offer identical total cost (within 0.01%), the venue with faster expected finality is selected: Base L2 (~2 seconds) over Solana (~400ms confirmations but longer bridging). If speed is also equal, the venue with higher 24-hour volume is selected. If all three criteria match, alphabetical venue name is used.
- Display all routes: All available venues are shown to the user with estimated price, gas cost, and settlement time. The user may select any venue regardless of ranking.
No Payment for Order Flow: Mithril does not receive compensation, rebates, or incentives from any venue for directing order flow. The Platform's fixed fee structure ( 0.25% per side + 0.50% interface fee) applies uniformly across all venues.
11. Algorithm Transparency & Verification
In compliance with SEC guidance requiring pre-disclosed, verifiable software parameters for transaction preparation, the following documents the Platform's complete routing and execution logic.
Routing Parameters
| Parameter | Default | User Adjustable |
|---|---|---|
| Slippage Tolerance | 0.50% | Yes (0.01%–50%) |
| Gas Priority | Standard | Yes (Low / Standard / Fast) |
| Transaction Deadline | 30 min | Yes (5 / 15 / 30 / 60 min) |
| Order Type | Market | Yes (Market / Limit) |
| Execution Venue | Lowest cost route | Yes (any available venue) |
| Gas Buffer | 10% | No (safety margin) |
Execution Flow
- User configures transaction parameters (amount, price, slippage, gas, deadline, venue)
- Platform prepares unsigned transaction with user's parameters
- User reviews complete transaction details including estimated gas and fees
- User signs transaction in their own wallet (Privy, MetaMask, or compatible wallet)
- Signed transaction is broadcast to the selected blockchain network
- Smart contract executes the trade according to the signed parameters
- Platform displays confirmation with actual execution details
Platform discretion: Mithril exercises zero discretion over market information display, transaction parameters, venue selection, or execution decisions. All parameters are set by the user and executed deterministically by on-chain smart contracts.
Smart Contracts
All execution logic is implemented in publicly verifiable smart contracts targeting Base L2 (Ethereum Layer 2). Contracts are currently deployed on Base Sepolia testnet pending completion of third-party security audit. Mainnet addresses will be published here and linked to Basescan upon audit completion.
Contract source code is available for independent verification. Audit reports will be published upon completion of third-party security review.
Prediction Market Resolution (UMA Optimistic Oracle)
All native prediction markets on the Platform resolve through UMA's Optimistic Oracle V3 ("OO V3"), a decentralized truth machine deployed on Base L2. UMA's OO is the same battle-tested resolution infrastructure powering billions in prediction market volume across multiple platforms.
Resolution Flow
A natural-language question is posted on-chain with a USDC bond. Ancillary data specifies exact resolution criteria (e.g., "Has SpaceX filed an S-1 with the SEC by Dec 31, 2026?").
Users buy YES or NO shares at the current probability. Positions are fully on-chain and self-custodial. Users can sell anytime on the order book.
At resolution, a proposer submits the answer (YES or NO) along with a bond. The proposer stakes USDC as collateral for accuracy.
A 24-72 hour dispute window opens. Anyone can challenge the proposed answer by posting a counter-bond. If no dispute is raised, the proposed answer is finalized.
If disputed, the question escalates to UMA's Data Verification Mechanism (DVM). UMA token holders vote on the correct outcome. This mechanism is rarely triggered due to economic incentives for honest proposing.
Winning positions automatically pay $1.00 per share on-chain. Losing positions pay $0.00. Settlement is atomic and self-custodial — funds go directly to user wallets.
Oracle Parameters
| Parameter | Value |
|---|---|
| Oracle | UMA Optimistic Oracle V3 (OO V3) |
| Chain | Base L2 (Ethereum Layer 2) |
| Collateral | USDC |
| Challenge Window | 24-72 hours (configurable per market) |
| Dispute Mechanism | UMA DVM (token-holder vote) |
| Settlement | Automatic on-chain payout to user wallets |
| Bond Requirement | USDC bond posted by proposer (forfeited if incorrect) |
- External Markets: Markets sourced from external platforms (Polymarket, Kalshi, Manifold, Metaculus) are resolved by their respective platforms and are not governed by UMA's OO. Mithril displays these markets for informational purposes only.
- CFTC Jurisdiction: Prediction markets may be subject to regulation by the Commodity Futures Trading Commission (CFTC). Event contracts and binary options may constitute regulated instruments depending on the jurisdiction and nature of the underlying event.
- Oracle Risk: While UMA's Optimistic Oracle has processed hundreds of thousands of resolutions, the resolution mechanism depends on economic incentives and token-holder voting. In rare edge cases, oracle failures or disputes could delay or affect settlement.
12. Risk Disclosures
Users should carefully consider the following risks before engaging in any transaction on the Platform. This list is not exhaustive. Private market investments carry unique risks not present in public markets.
Illiquidity Risk
Private market securities are inherently illiquid. There may be no secondary market for tokenized shares. You may not be able to sell your position for an extended period, potentially years. Displayed order books may have limited depth, and large orders may experience significant slippage.
Regulatory Risk
The regulatory environment for tokenized securities is evolving. Changes in laws, regulations, or enforcement actions could materially impact the Platform, token values, or your ability to trade. The SEC safe harbor referenced herein is a staff statement, not a formal rule, and may be modified or withdrawn.
Smart Contract Risk
Tokenized securities and order matching rely on smart contracts deployed on Base L2 and Solana. Smart contracts may contain undiscovered bugs, vulnerabilities, or exploits that could result in loss of funds. While code is reviewed, no audit guarantees absolute security.
Counterparty Risk
OTC transactions involve counterparty risk. The Platform facilitates introductions but does not guarantee counterparty performance. Tokenized equity relies on the issuing entity maintaining accurate share registries and honoring token redemptions.
Valuation Risk
Private company valuations displayed on the Platform are derived from third-party sources, prior funding rounds, and algorithmic models. Actual transaction prices may differ materially. Valuations between funding rounds are inherently uncertain.
MEV & Front-Running Risk
On-chain transactions may be subject to Maximal Extractable Value (MEV) extraction, including front-running and sandwich attacks by third-party validators or searchers. Slippage controls and transaction deadlines mitigate but do not eliminate these risks.
Oracle Risk
Prediction market resolution depends on UMA's Optimistic Oracle. While the OO has processed hundreds of thousands of resolutions with high accuracy, oracle failures, disputes, or delayed resolutions could affect settlement timing or outcomes. Bond forfeiture applies to incorrect proposals.
Tax & Jurisdictional Risk
Tax treatment of tokenized securities varies by jurisdiction and is subject to change. Users are solely responsible for understanding and complying with applicable tax obligations. The Platform does not provide tax advice.
Total Loss Risk
You may lose your entire investment. Private companies may fail, be acquired at unfavorable terms, or never achieve a liquidity event. Prediction market positions may expire worthless. Do not invest more than you can afford to lose.
13. Tokenization Structure
Tokenized equity on the Platform represents fractional interests in private company shares. The following describes the tokenization architecture and custody arrangements.
Share Wrapping Process
- Underlying shares: Private company shares are held by a registered transfer agent (or equivalent custodial arrangement) that maintains the official share registry. The transfer agent verifies share ownership before tokenization.
- 1:1 token issuance: Each ERC-20 token minted by the WrappedEquity.sol contract represents exactly one underlying share (or fractional share as specified). Token supply is deterministically linked to custodied shares.
- Transfer restrictions: Tokens include on-chain transfer restrictions via the COMPLIANCE_ROLE in the smart contract. Only whitelisted addresses that have completed verification may hold or receive tokens.
- Redemption: Token holders can unwrap tokens back to underlying shares via the Platform. The transfer agent updates the share registry to reflect the new owner. Unwrap fee: 1.0%.
Series LLC SPV Architecture
Tokenized equity on Mithril is issued through a Delaware Series LLC structure operated by Slopshop Inc. Each company's tokens are backed by a separate "series" within the parent LLC, providing legal separation between companies while minimizing formation costs.
- One series per company: Each company (e.g., SpaceX, OpenAI) has its own series within Slopshop Holdings LLC. Each series holds shares via Securitize custody and issues a corresponding ERC-20 token (e.g., wSPACEX, wOPENAI) on Base.
- User-funded creation: SPV creation is funded by users who want tokenized trading for a specific company. Contributors deposit USDC toward the $10,000 formation target. Contributions are credited 1:1 as pre-paid wrap fees once the SPV activates.
- On-chain registry: All SPV metadata — operating agreement (IPFS hash), Form D filing (IPFS hash), EIN, Securitize custody ID, and token contract address — is recorded on-chain via the SPVRegistry.sol contract for public verification.
- Fungibility: All tokens for the same company are fungible. The SPV is the single entity on the company's cap table. Token holders have a pro-rata economic interest in the SPV's shares. Token #1 and token #1,000 are identical.
Regulation D 506(c) Requirement
Tokenized equity offered through the Platform is sold pursuant to Regulation D, Rule 506(c) of the Securities Act of 1933. This means:
- Accredited investors only. All purchasers of tokenized equity must be verified accredited investors. Self-certification is not sufficient under 506(c).
- Third-party verification required. Accredited investor status is verified through Securitize (income, net worth, or professional certification verification).
- Form D filed with SEC. A Form D notice is filed with the SEC within 15 days of the first sale for each SPV series. IPFS hash of each Form D is recorded on-chain.
- On-chain transfer restriction. Only allowlisted wallet addresses (verified accredited investors) can hold or receive tokens. Enforced at the smart contract level.
Custody disclaimer: Mithril does not hold, custody, or control underlying shares, tokens, or user funds. Tokenized assets remain in the user's self-custody wallet; OTC fiat proceeds are held by a qualified third-party escrow agent named in the SPA pending settlement. Transfer agents, custodians, and escrow agents are independent third parties. Users should independently verify tokenization arrangements for any asset they trade. Token ownership does not confer shareholder rights (voting, dividends) unless explicitly specified in the token's legal wrapper.
Deal Structures & Tax Treatment
OTC transactions on Mithril may be structured as one of the following. The Platform displays structure type on every deal so both parties understand the legal and tax implications. Mithril does not provide tax advice — consult a qualified tax professional.
| Structure | How It Works | Tax Considerations | Mithril's Role |
|---|---|---|---|
| Direct Transfer | Shares transfer directly on the cap table between buyer and seller. Requires company/transfer agent approval (ROFR waiver). | Capital gains/losses realized at transfer. Cost basis = purchase price. Holding period starts at acquisition. | UI only — displays deal terms, prepares documents. Does not execute or custody. |
| SPV (Series LLC) | Shares held in a Delaware Series LLC series operated by Slopshop Inc. Buyer receives pro-rata membership interest via fungible ERC-20 token. Lower minimums, no per-trade ROFR. | Pass-through taxation (K-1). SPV management fees may apply. Buyer's cost basis = token purchase price. No direct cap table entry — SPV is the cap table holder. | SPV formation, custody (Securitize), on-chain registry, and proof-of-reserves. 506(c) compliance. Token minting/burning. |
| Forward Contract | Agreement to buy/sell shares at a future date at a predetermined price. Settlement occurs at a trigger event (IPO, acquisition, secondary round). | No taxable event until settlement. On settlement: capital gains based on difference between forward price and fair market value. May qualify for long-term treatment if held >1 year. | UI only — displays contract terms. Contract execution between counterparties directly. |
All structures are treated equivalently on the Platform. Fee calculation is based on deal value regardless of structure. Tax treatment depends on individual circumstances, jurisdiction, and holding period. This is informational only — not tax advice.
14. KYC/AML & Accredited Investor Verification
The Platform implements the following measures to comply with applicable anti-money laundering, know-your-customer, and accredited investor requirements.
Accredited Investor Criteria (Rule 501(a))
Features that provide access to private company securities are restricted to accredited investors as defined under Rule 501(a) of Regulation D. Users self-attest to one or more of the following categories prior to their first restricted transaction; for Rule 506(c) offerings, independent third-party verification is additionally required.
- Individual net worth (or joint with spouse / spousal equivalent) exceeding $1,000,000, excluding the value of the primary residence.
- Individual income exceeding $200,000 in each of the two most recent years (or joint income of $300,000), with a reasonable expectation of the same level in the current year.
- A holder in good standing of a Series 7, Series 65, or Series 82 license issued by FINRA.
- A "knowledgeable employee" of a private fund, as defined in Rule 3c-5(a)(4) under the Investment Company Act of 1940.
- An entity that otherwise qualifies under Rule 501(a), including certain banks, registered investment companies, business development companies, and entities with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring the offered securities.
Self-attestation is made under penalty of perjury. Mithril may rely on user representations and may request additional documentation or third-party verification at any time.
- Identity Verification: User authentication is managed by Clerk (SOC 2 Type II certified), which provides identity verification workflows including email, phone, and document-based verification. Accredited investor verification for Regulation D Rule 506(c) offerings is handled by regulated third-party providers (e.g., Securitize). Users accessing tokenized securities features must complete identity verification and accredited investor self-attestation before their first restricted transaction.
- OFAC Screening: Wallet addresses are screened against the U.S. Treasury's Office of Foreign Assets Control (OFAC) Specially Designated Nationals (SDN) list. Transactions involving sanctioned addresses are blocked at the interface level.
- Jurisdictional Restrictions: The Platform is not available to users in sanctioned jurisdictions or jurisdictions where tokenized securities trading is prohibited. IP-based geo-restrictions are enforced for OFAC-sanctioned countries.
- Transaction Monitoring: The Platform monitors for suspicious activity patterns including unusual transaction volumes, rapid account creation, and wallet clustering. Suspicious activity is reported to the appropriate authorities.
- No Cash Handling: The Platform does not accept fiat currency deposits or withdrawals directly. Fiat on-ramp services are provided by regulated third-party payment processors.
15. Settlement Process
The following describes what happens on-chain vs. off-chain when a trade is executed on the Platform.
Settlement Flow
Platform assembles unsigned transaction with user parameters (price, size, slippage, gas, deadline, venue).
User reviews and signs transaction in their own wallet. Private key never leaves the user device.
Signed transaction is submitted to Base L2 or Solana network for execution by validators.
OnChainCLOB.sol matches the order against existing orders. Token transfers execute atomically.
Base L2: ~2 seconds to finality. Solana: ~400ms. Both inherit underlying chain security guarantees.
For wrap/unwrap operations, the registered transfer agent updates the official share registry within 1 business day.
Settlement guarantee: On-chain token transfers are atomic — either the full trade executes or it reverts entirely. There is no partial settlement risk for on-chain transactions. Off-chain share registry updates (wrap/unwrap) are subject to transfer agent processing times.
16. Insurance & Investor Protection
Users should understand the following regarding asset protection and insurance coverage.
- No SIPC Coverage: The Platform is not a member of the Securities Investor Protection Corporation (SIPC). Assets on the Platform are not protected by SIPC insurance. This is consistent with the self-custodial architecture — users hold their own assets in their own wallets.
- No FDIC Coverage: Digital assets held in user wallets are not bank deposits and are not insured by the Federal Deposit Insurance Corporation (FDIC) or any government agency.
- Smart Contract Risk: While smart contracts undergo security review, no audit or review can guarantee the absence of all vulnerabilities. Users accept the risk of potential smart contract exploits when interacting with on-chain contracts.
- User Responsibility: Users are solely responsible for the security of their wallet private keys, seed phrases, and authentication credentials. Mithril cannot recover lost keys or reverse unauthorized transactions.
- Bug Bounty Program: Mithril maintains a security vulnerability disclosure program. Responsible disclosure of security vulnerabilities can be reported to security@mithril.pro. Valid reports are eligible for bounty rewards.
Questions About These Disclosures
If you have questions about these disclosures or Mithril's compliance practices, please contact us at legal@mithril.pro.