BTC Now

Warehouse Fund, LP

Consumer Bitcoin Installment Plan Origination & Asset-Backed Securitization

Confidential — For Discussion Purposes Only March 2026
02

Investment Thesis

First-mover warehouse facility originating consumer Bitcoin installment plans with a clear path to ABS securitization.

17.8%
IRR — Base case, unleveraged
0%
Performance fee / Carry
30%
Credit enhancement (AAA/BBB/equity)

Basel III 1250% risk weight makes Bitcoin lending structurally impossible for banks. The credit layer must come from outside the banking system.

03

Fund Overview

Fund NameBTC Now Warehouse Fund, LP
StructureDelaware Limited Partnership
General PartnerBTC Now Inc. (Delaware C-Corp)
Maximum Capacity$1B
Launch Threshold$25M minimum subscriptions
Min LP Investment$1M
Lockup24 months from each capital call
RedemptionQuarterly FIFO, 30-day notice
LeverageUnleveraged by design
ContributionUSD wire or BTC deposit (market price on deposit)
04

Fee Structure & GP Alignment

FeeRate
Management Fee2.0% of NAV annually
Origination Fee1.0% of funded amounts
Servicing Fee1.5% annually, paid monthly
Performance Fee / Carry0%
Operating Expenses Cap0.5% of NAV annually
Subscription / Redemption0% / 0%

Zero carry is intentional. Removes the single biggest barrier to raising LP capital. Also keeps the fee structure clean enough to enable a future ETF listing path — most private credit funds cannot list as ETFs because carry structures make conversion prohibitively complex.

05

Consumer Purchase Plans

American consumers purchase Bitcoin through fixed monthly installments. No margin calls. No forced liquidation. Ever.

$50-$10K
Monthly installments
4-120
Month terms
12-18%
APR (credit dependent)
$10K
Per-customer monthly cap
Plaid KYC LoanPro lending core Fireblocks custody Kraken BTC ramp Repay payments
06

Underwriting & Collateral Quality

Algorithmic credit decisioning. Zero manual loan officer override. Every loan underwritten to identical, auditable standards.

FICO 620+
Minimum credit score
45% DTI
Maximum debt-to-income
36-45M
Eligible Americans
Factor
Auto Loans
Mortgages
BTC Now
Depreciation
20-40% over loan
Market-dependent
Liquid, non-depreciating
Recovery Value
30-50%
60-80%
100% market value
Liquidation Speed
Weeks (auction)
Months (foreclosure)
Minutes (24/7)
Loss Given Default
50-70%
20-40%
25-40%
Collateral Reuse
Depreciating resale
REO costs
Reissuable at market
07

Capital Structure — Unleveraged

No warehouse financing leverage. No margin calls. No forced liquidation. Complete control over securitization timing.

01
Commit
LP capital to warehouse
02
Originate
Cash loans via bank
03
Purchase
Fund buys loan paper
04
Season
60-90 days payments
05
Securitize
Sell bonds, recycle

Team experienced with prime brokers, flow providers, and warehouse lines. Leverage optionality explored for future capital efficiency — IBIT options and futures enable zero-cost collars. Not implementing initially given strong unleveraged returns.

08

ABS Bond Structure

AAA Tranche
$70M — 7% coupon — Senior, priority payment
70%
BBB Tranche
$20M — 9% coupon — Mezzanine
20%
Equity Retained
$10M — First-loss, excess spread
10%
Credit Enhancement
30%
Tranche Size
~$100M
Seasoning
60-90 days
Issuance Cost
3% first / 1.5-2% after
09

Monthly Payment Waterfall

01Collect borrower payments (12-18% effective APR)
02Pay servicing fees (1.5% annually, paid monthly, on outstanding principal & interest)
03Pay AAA tranche (7% coupon + principal)
04Pay BBB tranche (9% coupon + principal)
05Excess spread to equity tranche (held by warehouse)
10

Default Recovery — Three Layers

$100K purchase, default at month 36, BTC down 20%

Layer 1 — Retained Payments $57,600
Layer 2 — Bitcoin Collateral $80,000
Layer 3 — Reissuance $0 fresh capital
Total Recovery $137,600
vs Traditional Lending
Auto lender: $100K loss − $58K payments + $50K depreciated car = net negative + $100K fresh capital needed
BTC Now: $57.6K retained + $80K collateral + reissuance = net positive, $0 fresh capital
100%+ capital efficiency advantage

Breakeven requires BTC decline >40% from origination AND early default.

11

Capital Recycling Engine

Traditional warehouses: defaults deplete capital. BTC Now warehouse: defaults regenerate performing assets.

01
Default Occurs
Fund retains all payments made
02
BTC Recovered
Collateral at market value
03
Re-issued
New plan at current pricing
04
Fresh Fees
1% origination + new stream
05
Zero Capital
No fresh deployment needed

70% nominal default rate ≠ 70% economic loss.
Effective economic loss: <30% after retained payments, recovery value, and reissuance.

12

Deployment Cycle

Per $100M tranche

Day 0
Deploy
$100M origination
60-90d
Season
Collect, build history
Day ~90
Securitize
Sell $90M in bonds
Day ~91
Recycle
Capital returns, next cycle
$150M
warehouse → $1.2B bond capacity
$1B
warehouse → $12B total capacity
13

Stress Testing

Scenario BTC Terminal Default Rate LP IRR Final NAV
Bull $500K 3% 18.4% $541M
Base $200K 5% 17.8% $528M
GFC $120K 54% 15.2% $431M
Bear $30K 45% 13.3% $372M
Stress $10K 70% 8.0% $263M

Key insight: BTC price drives returns more than default rates. GFC (54% defaults, BTC $120K) outperforms Bear (45% defaults, BTC $30K).

10K Monte Carlo paths • Geometric Brownian Bridge • Rust-based • model.btcnow.com

14

Market Validation

Demand for Bitcoin-backed debt is already proven at institutional scale.

$8.2B+
Strategy (formerly MicroStrategy) outstanding convertible notes at 0.42% avg coupon
796K BTC
Held by 160+ companies on balance sheets ($84B+ in corporate treasuries)
$3B
Strategy $1.75B raise was oversubscribed to $3B — institutional demand exceeds supply
0.42%
Investors accept near-zero yields for BTC exposure — BTC Now offers 17%+ IRR

The problem with corporate Bitcoin bonds: concentrated single-counterparty risk. One balance sheet, one stock price. BTC Now’s answer: diversified across thousands of FICO-scored consumer loans, each independently underwritten with 100% Bitcoin collateral. Same asset, fundamentally better risk structure.

15

ABS Market Positioning

Comparable
Collateral
AAA Coupon
Enhancement
Affirm 2024-B
BNPL (unsecured)
6.3%
26.99%
Klarna
BNPL (unsecured)
~6.5%
~27%
Subprime Auto
Cars (depreciating)
~7%
55-60%
BTC Now
Bitcoin (liquid 24/7)
7.0%
30%

Bitcoin ABS sits between BNPL (unsecured) and auto ABS (depreciating). Superior consumer credit collateral: liquid 24/7, non-depreciating, dual recovery. 70bps yield premium for better protection.

Target: BNPL ABS buyers Consumer ABS credit funds Multi-strategy credit HFs Structured credit CLO managers
16

LP Economics

Expected IRR (Unleveraged)
17.8%
With BBS Securitization
~35% IRR
Performance Fee / Carry
0%
Reporting & Governance
Monthly NAV (within 15 business days)
Quarterly LP reports
Annual Big 4 audit
Fund Administrator: NAV Fund Services
Legal Counsel: Baker Donelson
17

Redemption & Liquidity

Lockup Period24 months from each capital call date
RedemptionEmail request, 30-day notice, quarterly FIFO
PayoutOriginal capital + pro-rata NAV
Expected Timing60-180 days (normal) / 18-24 months (stress)
Forced LiquidationLPs cannot force liquidation during market stress
Redemption Fee0%

LPs should consider capital illiquid despite redemption rights. Hybrid structure: closed-end mechanics with limited redemption flexibility.

18

Investment Team

Marc Dumpff
CEO & Capital Markets
Sovereign debt, regulated funds (FMA/CIMA/ECB). HK advisory HK$1B+. Associate Partner Noviganto.
Evan Kalimtzis
CIO & Securitization
25+ yrs structured credit. MD JP Morgan CIO SPAR ($400B). Founded Asteri Capital ($550M). Columbia PhD.
Peter D. Howard
CRO & Structured Products
20+ yrs ABS. $10B+ at Peloton Partners. Dresdner Kleinwort. BNP Paribas $2.5B. NYU Stern MBA.
James M. Alder
COO & Fund Structuring
30+ yrs financial structuring. 25% avg yield Mulberry Commercial. Regulated fund director (Cayman/LI/CH).
Korneliusz Caputa
CTO & Infrastructure
15+ yrs FinTech/Web3. Klarna advisory. Co-Founder Makers' Den. Axo.trade 10k+ DAU. MSc CS.

Core team executed together 10-15 years across regulated funds, sovereign debt, and trading infrastructure. Key hires at close: Mateusz Goslinowski (Credit Risk/Quant, ex-Standard Chartered), Jonathan Thaler (Securitization Infra, PhD CS). Legal: Baker Donelson (Stull / Selden).

19

Exit Strategy — Public Listing

Most private credit funds have no exit. This one was designed with one from day one.

0% Carry
Structurally clean for ETF conversion
12 Months
Audited performance history to list
New Category
First Bitcoin-backed consumer credit ETF
Why most funds can’t do this
Performance fees / carry make ETF conversion prohibitively complex
Illiquid structures with no public market path
LP exit = redemption queue only
Why BTC Now can
Zero carry, 2% management fee only — clean enough for exchange listing
ETF gives retail + institutional liquid access to Bitcoin credit yields
LP exit = public market liquidity event

A product category that does not yet exist in public markets: liquid access to Bitcoin-backed consumer credit yields. Fee structure was designed from day one with this exit in mind.

BTC Now

Warehouse Fund, LP

17.8%
IRR unleveraged
0%
carry / performance fee
$1B
maximum capacity
marc@btcnow.com

Confidential — For Discussion Purposes Only