A token labeled “mezzanine” is not mezzanine debt. A token labeled “preferred” does not automatically provide preferred equity protections. And a token described as representing a “senior” position does not hold first-priority collateral unless the underlying loan documents, lien filings, and intercreditor arrangements actually support that claim. Tokenization changes how capital stack interests are issued, tracked, and transferred. It does not change what makes one layer senior to another, what legal rights attach to each position, or what happens to each layer when a deal goes wrong.
A developer raising $14 million for a mixed-use repositioning structured the offering as two token classes: a Senior Token and a Preferred Token. The Senior Token offering circular described the instrument as “a senior-position interest with priority repayment rights.” The Preferred Token documents described the instrument as “a preferred equity position with a targeted 9 percent annual return and priority over common equity.” The offering closed successfully and 94 investors acquired one or both token classes.
Fourteen months later, the project encountered a debt service shortfall. The construction lender, whose $9 million first-priority mortgage was not represented by any token, exercised its right to demand a cure within 30 days or commence foreclosure. The Senior Token holders, who had been told they held a senior-position interest, contacted the developer expecting to participate in the cure decision or to be informed of the lender’s remedies timeline. The developer informed them that their Senior Tokens represented equity interests in the SPV that owned the development project, subordinate to the construction lender’s mortgage. Their “senior position” was senior only to the Preferred Token holders and the common equity, not to the first-priority mortgage lender who controlled the default process.
The Senior Token holders’ counsel reviewed the offering documents carefully and confirmed that the disclosure was technically accurate: the offering circular described a senior-position interest within the SPV’s equity capital, not senior-position debt secured by the property. But the marketing materials had described the tokens as representing a “senior” position in the offering without specifying senior relative to what. The Senior Token investors had reasonably understood their position to be structurally protected relative to the lender, not structurally protected only relative to the Preferred Tokens below them.
The 2026 Project Crypto Release and the January 28, 2026 SEC Staff Statement on Tokenized Securities both confirmed that a tokenized real estate interest is a digital security subject to the full federal securities law framework, including the anti-fraud provisions that prohibit material misstatements and material omissions in connection with the purchase or sale of securities. A token label that implies a legal characteristic the instrument does not possess is a potential material misstatement. A disclosure that omits the relationship between the tokenized interests and the non-tokenized mortgage debt sitting above them in the actual capital stack is a potential material omission. The label is not the rights. The legal documents are.
What the Capital Stack Is and Why Tokenization Does Not Rearrange It
A real estate capital stack is the set of financing layers used to fund an acquisition, development, or refinancing, organized by priority of repayment and claim on collateral. In a typical commercial real estate transaction, the stack runs from senior debt at the top, meaning the most protected and lowest-return position, through mezzanine debt in the middle, through preferred equity above common equity, to common equity at the bottom, meaning the highest-risk and highest-potential-return position. That ordering is not a convention that parties choose to follow. It is the legal consequence of the instruments they create: the lien position of the mortgage, the terms of the pledge agreement, the priority provisions of the intercreditor agreement, and the distribution waterfall in the entity’s operating agreement.
Tokenization changes the wrapper around those instruments. It does not change the instruments themselves. A tokenized note that represents a participation in a first-priority mortgage is legally senior to a tokenized preferred equity interest because the underlying mortgage lien is senior, not because the token says “senior” in the offering circular. A token that represents a mezzanine loan secured by a pledge of equity interests in the property-owning entity is legally mezzanine because the pledge agreement exists and is enforceable, not because the token is labeled “mezzanine” in the platform’s marketing materials. When the label and the legal instrument diverge, the label is irrelevant and the legal instrument controls.
The 2026 Project Crypto Release specifically confirmed that the analysis of whether a digital asset is a security, and what legal rights attach to it, turns on the substance of the instrument rather than its format or label. That same principle applies to capital stack position: what matters is the actual legal hierarchy of claims, not what the token offering calls those claims.
| Tokenization is infrastructure for distributing, recording, and transferring capital stack interests. It is not a mechanism for creating priority that the underlying legal documents do not support. A token labeled “senior” that sits below a non-tokenized first-priority mortgage is junior to that mortgage regardless of its label, and investors who do not understand that relationship are holding a security whose risk profile they have fundamentally misunderstood. |
The Four-Layer Capital Stack in a Tokenized Real Estate Offering
The following table maps the four principal capital stack layers against five dimensions that govern how each layer behaves in both a traditional and a tokenized real estate transaction. Sponsors structuring tokenized offerings and investors evaluating them should read the token offering’s documents against this framework to confirm that the label attached to each token class corresponds to the actual legal rights the offering creates:
| Dimension | Senior Debt | Mezzanine Debt | Preferred Equity | Common Equity |
| Position in stack | First position. Highest priority claim on income and proceeds. Repaid before any other layer receives distributions. | Second position. Subordinate to senior debt. Ranks ahead of preferred and common equity. Repaid after senior debt obligations are satisfied. | Third position. Junior to all debt. Receives priority distributions ahead of common equity. Subordinate to both senior and mezzanine debt in liquidation. | Last position. Residual claimant after all debt and preferred obligations are satisfied. Receives upside above the waterfall thresholds. |
| Collateral and security | First-priority mortgage or deed of trust directly on the real property. Strongest collateral package. Senior lender holds direct enforcement rights against the asset in default. | Typically a pledge of equity interests in the entity that owns the property-owning entity, not a direct mortgage. Enforces by taking control of the pledged equity interests, not by foreclosing on the property directly. | No direct collateral or pledge. Rights derive from the entity documents: priority distribution, preferred return accrual, and negotiated governance protections in the operating agreement. | No collateral. Residual claim on the entity’s remaining value after all senior obligations are satisfied. First to absorb losses and last to receive distributions. |
| Return profile | Lowest return among the four layers. Reflects the strongest repayment priority and collateral protection. Rate is determined by market credit spreads for first-lien real estate debt of comparable risk. | Higher return than senior debt. Reflects subordination, second-position collateral, and greater exposure in downside scenarios. Often includes a fixed coupon plus a participation kicker or payment-in-kind component. | Targeted preferred return paid before common equity participates. May include cumulative accrual if unpaid. Limited upside participation above the preferred threshold, depending on the participation structure. | Highest potential return among the four layers. Unlimited upside participation above the waterfall thresholds. First to absorb losses; receives nothing if the deal’s returns are insufficient to clear the senior layers. |
| Control and enforcement | Typically passive during the loan term. Holds consent rights over major property transactions and refinancings. Can accelerate and foreclose on default under the mortgage and loan documents. Senior lender’s rights are protected by intercreditor agreements. | Subject to intercreditor agreement with the senior lender limiting remedies during cure periods. Can exercise pledge remedies on default but senior lender’s standstill rights may delay action. Cure rights allow the mezzanine lender to cure senior defaults and step into the deal. | Rights defined in the operating agreement. May include blocking rights on major decisions, approval rights over distributions, and information rights. No collateral enforcement rights. Exit depends on the entity’s sale, refinancing, or sponsor-initiated redemption. | Voting and decision rights under the operating agreement. Receives carried interest, promote, or residual distribution after all preferred layers are cleared. Manages the deal; absorbs the downside of underperformance above the senior layers. |
| Token representation in a tokenized structure | May be represented as a tokenized note participation, a beneficial interest in an SPV holding the senior loan, or a fractional claim on the loan itself. The token’s legal strength depends on whether the underlying collateral assignment and lien position survive the tokenized wrapper. | May be represented as a tokenized subordinated note, a token tied to an SPV holding the mezzanine loan and pledge, or a participation in the mezzanine position. Investors must confirm that the pledge agreement, intercreditor terms, and cure rights are preserved in the structure behind the token. | Natural candidate for tokenized issuance because the economic terms (preferred return, priority, waterfall position) can be defined with precision in the offering documents. The token’s smart contract can implement distribution priority but cannot override operating agreement provisions allowing manager discretion over reserves or timing. | Typically held by the sponsor or general partner, not broadly tokenized. In some structures, common equity tokens may be issued to co-investors. The sponsor’s carry is almost never tokenized because it is contingent and non-transferable in most fund structures. |
The most consequential column in this table for sponsors and investors evaluating a tokenized offering is the last row: how each layer is represented in a tokenized structure and what the investor must confirm beyond the token label. For senior debt tokens, the key question is whether the underlying collateral assignment and lien position survive the tokenized wrapper. For mezzanine tokens, the key question is whether the pledge agreement, intercreditor terms, and cure rights are preserved in the structure behind the token. For preferred equity tokens, the key question is whether the smart contract’s distribution logic can be overridden by operating agreement provisions allowing manager discretion. For common equity tokens, the key question is whether the sponsor’s promote and the investor’s residual claim are accurately described and consistently implemented.
Senior Debt Tokens: What Makes a Claim Truly Senior
Calling a token “senior” in a tokenized real estate offering requires that the underlying instrument actually hold first-priority claim on either the real property’s cash flows and proceeds or some other defined collateral package that outranks all other claims against the same assets. In conventional real estate finance, that priority derives from a recorded first-priority mortgage or deed of trust on the real property, which gives the senior lender the right to foreclose on the property in the event of default, ahead of any other creditor or equity holder.
In a tokenized structure, the senior position may be represented in several different ways, each with a different legal risk profile. The token may represent a direct fractional participation in a mortgage loan, in which case the investor’s rights derive directly from the loan documents and the recorded lien. The token may represent a beneficial interest in an SPV that holds the mortgage loan, in which case the investor’s rights depend on both the loan documents and the SPV’s governing agreement. Or the token may represent an equity interest in an entity that sits above the senior lender in the developer’s corporate structure but below the lender in the economic waterfall, which is the situation the opening scenario’s Senior Token holders found themselves in.
The January 28, 2026 SEC Staff Statement specifically noted that where third-party structures are layered between the investor and the underlying instrument, investors may face additional risks that do not exist in direct ownership, including bankruptcy risk at the intermediate entity level. A Senior Token that represents an interest in an SPV holding a senior loan exposes investors to that SPV’s insolvency risk, operational risk, and governance risk, in addition to the credit risk of the underlying mortgage. A disclosure that describes only the senior position of the underlying loan without addressing the intermediate entity’s risks has omitted the layer of risk most likely to affect the investor’s recovery in a distressed scenario.
Mezzanine Debt Tokens: Where the Pledge Agreement Matters More Than the Label
Mezzanine debt in real estate finance occupies the middle position of the capital stack: junior to the first-priority mortgage debt, senior to preferred and common equity. What makes mezzanine debt functionally different from preferred equity is not the rate of return or the priority of distributions. It is the collateral package. A properly structured mezzanine loan is secured by a pledge of the equity interests in the entity that directly or indirectly owns the property-owning entity. On a payment default, the mezzanine lender can enforce that pledge and take control of the equity interests, giving the lender operational control over the deal structure without needing to foreclose on the underlying real estate directly.
That pledge structure is why mezzanine debt carries the enforcement leverage it does in a distressed scenario. The mezzanine lender’s ability to exercise the pledge, take over the borrower entity, and manage or sell the underlying real estate from a controlling position is the source of the mezzanine lender’s bargaining power in a workout negotiation with the senior lender. A tokenized instrument described as mezzanine debt that does not involve an actual pledge of equity interests, executed in favor of a trustee or agent acting on behalf of token holders, is not mezzanine debt in any functional sense. It is a subordinated unsecured obligation of the issuer entity, whose recovery in a distressed scenario depends entirely on what the issuer entity holds and how the issuer entity’s obligations are prioritized in its own capital structure.
Intercreditor Agreements and Their Effect on Mezzanine Rights
In any deal with both senior debt and mezzanine debt, the relationship between the two lenders is governed by an intercreditor agreement that sets the terms of their coexistence. The intercreditor agreement typically specifies the senior lender’s standstill rights, which prevent the mezzanine lender from exercising remedies against the pledged equity for a defined period after a default, and the mezzanine lender’s cure rights, which allow the mezzanine lender to cure a senior default and preserve the deal structure before the senior lender’s remedies accelerate.
In a tokenized mezzanine offering, the token holders’ ability to benefit from those intercreditor rights depends on whether the offer structure gives them access to those rights, either directly or through a trustee or agent whose authority is clearly defined in the offering documents. A token holder who does not know whether a trustee exists, what authority that trustee has, and how the trustee communicates with token holders during a default scenario holds a mezzanine-labeled instrument without knowing whether the mezzanine’s functional value, its enforcement leverage, is actually available to them.
The prior post on how real estate tokenization works under U.S. securities laws established that the token is the mechanism through which a security is recorded and transferred, not the source of the security’s legal rights. For mezzanine debt tokens, that principle has direct operational significance: the pledge agreement, the intercreditor agreement, and the trustee or agent structure are the sources of the mezzanine lender’s rights. The token records who holds those rights. The legal documents create them.
Preferred Equity Tokens: Precision in the Waterfall Is the Product
Preferred equity is the capital stack layer most naturally suited to tokenized issuance, because its defining economic characteristics, a stated preferred return, a defined priority over common equity, and a negotiated participation structure, can be described with enough precision in the offering documents to permit meaningful automation of the distribution mechanics. A preferred equity token with a clearly defined 8 percent cumulative preferred return, a priority distribution right in the operating agreement, and a waterfall implementation in the smart contract that routes distributions to preferred token holders before common equity participates is a well-constructed instrument whose economic terms investors can evaluate with confidence.
The conditions for that confidence are specific: the preferred return terms must be stated precisely in the operating agreement, the waterfall logic in the smart contract must match the operating agreement’s provisions exactly, the operating agreement must not contain override provisions that allow the manager to suspend, defer, or reduce preferred distributions in ways that the smart contract does not reflect, and the disclosure must accurately describe the circumstances under which the preferred return may not be paid as scheduled.
The gap between those conditions and actual practice in many tokenized preferred equity offerings is where investor disputes originate. A smart contract that automates an 8 percent preferred return distribution does not prevent the operating agreement from allowing the manager to retain distributions in a reserve account, defer preferred return accrual in a cash flow shortfall, or modify the waterfall with the consent of a majority in interest of the common equity, without the preferred token holders’ consent. If the smart contract implements an automatic distribution that the operating agreement permits the manager to override, the token gives investors a false impression of certainty that the governing documents do not support.
Cumulative vs. Non-Cumulative Preferred Return
One of the most material disclosures in a tokenized preferred equity offering is whether the preferred return is cumulative or non-cumulative. A cumulative preferred return accrues when not paid on schedule and must be paid in full before common equity receives any distribution. A non-cumulative preferred return that is not paid in a given period is simply lost for that period; it does not accrue and does not create an obligation that must be satisfied before common equity participates in future distributions.
That distinction is not a technical footnote. In a deal that encounters a cash flow shortfall during a repositioning and misses one or two quarters of preferred distributions, a cumulative preferred return produces a materially different investor outcome than a non-cumulative one. A tokenized preferred equity offering that describes the instrument as paying an 8 percent preferred return without specifying whether that return is cumulative has omitted a fact that is material to every investor’s evaluation of the instrument’s downside protection.
The Alignment Problem: When the Token Describes Rights the Documents Do Not Create
The alignment problem in tokenized capital stacks is the direct analogue of the NAV reporting problem the prior post identified in fractionalized real estate structures: the representation and the underlying reality must match, and when they do not, the mismatch produces investor confusion, potential disclosure liability, and disputes that the governing documents did not anticipate.
In a capital stack context, the alignment problem takes five specific forms that sponsors and their counsel should review in every tokenized offering that uses layered capital. First, a token label that implies a capital stack position the underlying documents do not support, as the Senior Token holders in the opening scenario experienced. Second, a smart contract distribution that assumes automatic payment of a preferred return that the operating agreement allows the manager to withhold or defer. Third, a mezzanine token offering that implies pledge enforcement rights the investor cannot actually exercise because no trustee or agent exists with authority to act on token holders’ behalf. Fourth, a senior debt token offering that describes the position of the underlying loan without disclosing the bankruptcy or operational risks introduced by the intermediate SPV. Fifth, a disclosure that describes the token’s economic terms without disclosing the non-tokenized debt sitting above the token in the actual capital structure.
A well-constructed offering addresses these alignment problems at the document drafting stage by building the token’s economic and legal terms directly from the operating agreement, loan documents, pledge agreement, and intercreditor arrangement that govern the actual instruments, rather than drafting the token offering documents independently and then reconciling them with the underlying instruments after the fact. The prior post on entity structures and legal wrappers in tokenized real estate addressed how the legal wrapper defines the investor’s rights in the underlying asset. That principle applies with particular force in a multi-layer capital stack, where the investor’s position in the stack is the single most important determinant of their risk exposure and their recovery in a distressed scenario.
Default Scenarios and What Token Holders Can Actually Do
One of the most under-documented aspects of tokenized capital stack offerings is what token holders can do when the deal encounters a default or distress scenario. The answer, in most tokenized preferred equity and senior debt token offerings, is substantially less than investors assume based on the token’s label.
Preferred equity token holders whose distribution is suspended or deferred in a cash flow shortfall typically have the rights the operating agreement gives them: the right to receive information under the reporting covenant, the right to vote on matters requiring preferred equity consent under the operating agreement, and the right to pursue the manager for breach of the operating agreement if the manager’s actions exceed the discretion the agreement grants. They do not have the right to foreclose on the property, to force a sale, to replace the manager without satisfying the removal standard in the operating agreement, or to exit the investment at will. Their enforcement leverage is the governing document, not the token.
Mezzanine debt token holders face a more complex situation, because their enforcement leverage, the pledge of equity interests, theoretically gives them the ability to take over the deal structure. But the ability to exercise that leverage as a distributed group of token holders, acting through whatever governance mechanism the token offering created, is often less clear than the mezzanine lender’s enforcement rights in a conventional two-party mezzanine loan. A group of token holders who collectively hold mezzanine claims but have no trustee or agent with clear authority to act on their behalf, no defined decision-making process for voting on whether to exercise the pledge, and no operational capability to manage the deal after taking control of the pledged equity hold the theoretical right without the practical ability to enforce it.
The prior post on managing corporate actions for tokenized real estate interests addressed how corporate actions including distributions, amendments, and governance votes are administered in tokenized structures. For capital stack distress scenarios, the analogous question is who has authority to act on behalf of token holders when an enforcement decision must be made quickly, how that authority is documented in the governing agreements, and whether the token holders have a practical mechanism for coordinating a response that the deal’s counterparties will recognize as legally binding.
Frequently Asked Questions
Does a token labeled “senior” mean the investor has a first-priority claim on the underlying real estate?
Not automatically. A token labeled senior is senior to whatever instruments are contractually junior to it under the offering documents. If the deal has a non-tokenized first-priority mortgage above the tokenized interests, the Senior Token may be senior only relative to other tokenized classes while remaining subordinate to the mortgage lender. Investors must read the offering documents to understand exactly what the senior label means in the specific deal’s capital structure, not what it implies in the abstract.
What is the legal difference between mezzanine debt and preferred equity in a tokenized offering?
Mezzanine debt is a loan secured by a pledge of equity interests in the entity that owns or controls the real property, giving the mezzanine lender enforcement rights against the pledged equity on default. Preferred equity is an equity interest in the property-owning entity with priority distribution rights over common equity, but without any pledge or collateral. A mezzanine debt token should be backed by an actual pledge agreement executed in favor of a trustee or agent acting for token holders. A preferred equity token derives its protection entirely from the priority distribution provisions of the operating agreement.
Can a smart contract automatically pay a preferred return even if the operating agreement allows the manager to withhold distributions?
No. A smart contract that routes distributions to preferred token holders before common equity participates implements the waterfall logic as programmed. If the operating agreement contains provisions allowing the manager to retain distributions in a reserve account, defer preferred return accrual in a cash flow shortfall, or suspend distributions pending a lender approval, those provisions control regardless of the smart contract’s automatic logic. If the code and the governing agreement conflict, the governing agreement controls, and investors who rely on the smart contract’s automatic distribution as a guarantee of payment have misunderstood the relationship between the code and the legal documents.
What rights do preferred equity token holders have if the manager fails to pay the preferred return?
Their rights are whatever the operating agreement provides: information rights, consent rights over specified major decisions, and the ability to pursue the manager for breach of the operating agreement if the manager’s failure to pay exceeded the discretion the agreement grants. Preferred equity token holders do not have collateral enforcement rights, foreclosure rights, or the ability to force a sale of the property. Their enforcement leverage is the operating agreement’s provisions and, ultimately, litigation for breach of contract. The governing documents should be reviewed carefully before investing to understand exactly what remedies are available and what governance protections are in place.
How should an offering disclose the existence of non-tokenized debt above the tokenized interests in the capital stack?
The offering’s risk factors and capital structure disclosure should specifically identify the existence, amount, priority, and key terms of any non-tokenized debt senior to the tokenized interests, including the senior lender’s enforcement rights, the conditions under which the lender can accelerate and foreclose, and the effect of foreclosure on the tokenized interests. A disclosure that describes the token’s position without addressing the non-tokenized senior debt omits the most important contextual fact about the token’s risk exposure in a distressed scenario.
| Capital Stack Alignment Checklist: What Every Tokenized Multi-Layer Offering Must Confirm Before Investors Subscribe • Label-to-document verification: Confirm that every label used to describe a token class in marketing materials and the offering circular corresponds to the actual legal instrument the token represents. Senior means first-priority claim over all other tokenized and non-tokenized interests. Mezzanine means a pledge-secured subordinated loan with defined intercreditor rights. Preferred means a priority equity distribution right in the operating agreement. If the underlying instrument does not support the label, the label must be changed or the disclosure must clearly explain the discrepancy. • Full capital stack disclosure: The offering documents must disclose the complete capital structure of the deal, including all non-tokenized debt senior to the tokenized interests, the amount and maturity of that debt, the lender’s enforcement rights, the cure timeline, and the effect of a senior lender foreclosure on the tokenized interests. Omitting the non-tokenized mortgage from the capital structure disclosure because it is not itself tokenized is a material omission. • Pledge and intercreditor confirmation for mezzanine tokens: Confirm that the pledge agreement naming a trustee or agent acting on behalf of mezzanine token holders exists, is executed, and is in a form that the senior lender’s counsel and the borrower’s counsel have reviewed. Confirm that the intercreditor agreement defines the mezzanine lender’s standstill and cure rights. A mezzanine token offering without those elements is a subordinated unsecured claim, not a mezzanine instrument. • Smart contract to governing document alignment: For preferred equity tokens with automated distribution mechanics, confirm that the smart contract’s distribution logic reflects every provision in the operating agreement that affects timing, amount, or priority of distributions, including reserve rights, deferral provisions, manager discretion clauses, and lender sweep rights. Test the smart contract against the governing document’s edge cases, not just its base case. • Cumulative vs. non-cumulative preferred return disclosure: The offering documents must specify whether the preferred return is cumulative or non-cumulative, the accrual rate if cumulative, the compounding convention if applicable, and the conditions under which accrued but unpaid preferred return is forfeited. This is a material economic term, not a drafting detail. • Enforcement authority and process for mezzanine and senior tokens: The offering documents must identify who has authority to act on behalf of token holders in a default or enforcement scenario, what process is required for token holders to direct that authority, and what operational capability exists to manage the deal structure after enforcement. A token holder group with no trustee, no agent, and no voting mechanism has theoretical rights and no practical ability to exercise them. • Disclosure of intermediate entity risks: For senior debt tokens and mezzanine tokens issued through intermediate SPVs, the offering documents must disclose the bankruptcy risk, operational risk, and governance risk introduced by the intermediate entity, in addition to the credit risk of the underlying loan. The SEC Staff Statement’s specific observation about intermediate entity risks in tokenized structures is a required disclosure topic, not a background consideration. |
The Senior Token holders in the opening scenario held what they believed was a senior-position investment. They held a senior-position investment within the SPV’s equity structure, junior to a $9 million first-priority mortgage that the offering’s marketing materials had not described as sitting above them in the actual capital stack. When the construction lender exercised its rights under that mortgage, the Senior Token holders discovered that their seniority was relative, not absolute, and that the non-tokenized debt they had not been told about controlled the outcome of the distressed scenario they were now in.
That discovery did not require the offering to have been fraudulent. It required only that the marketing use the word “senior” without specifying senior relative to what, and that the offering circular describe the token’s position within the tokenized capital structure without describing the non-tokenized capital structure that actually governed the deal’s economics in default. Those are disclosure failures that experienced securities counsel, reviewing the offering documents with the full capital stack in view, would catch before the offering opens.
The prior post on investor suitability and disclosure design in tokenized real estate offerings established that disclosure must help investors answer the practical questions that matter to their investment decision. For a tokenized capital stack offering, the most important of those questions is: in a distressed scenario, what can I actually do, and what position do I actually hold relative to everyone else with a claim on this deal’s assets? If the offering documents do not answer that question clearly, with the full capital structure disclosed and each layer’s rights accurately described, the offering has not provided the disclosure the anti-fraud framework requires. If you are structuring a tokenized real estate offering that uses senior debt, mezzanine debt, preferred equity, or a combination of all three, I can help you confirm that the label attached to each token class corresponds to the legal rights the underlying documents create. Contact me to review the offering’s capital stack alignment, intercreditor design, pledge structure, smart contract distribution logic, and investor disclosure before the offering opens.