BTC Now
01Fund Overview
BTC Now is the General Partner of a warehouse facility that originates consumer Bitcoin installment purchase plans, warehouses them, and securitizes them into Bitcoin-Backed Securities (BBS) sold to institutional investors. The spread between borrower payments (12-18% APR) and bond coupons (~7%) flows to the warehouse fund for LP returns.
The GP earns revenue through fees only — zero carry / zero performance fee. The fund does not hold Bitcoin; it holds loan paper. Bitcoin is only held on defaults, at which point it is recovered and re-lent out.
02Market Opportunity
Bitcoin is a $2.2 trillion asset class with zero institutional credit infrastructure. No consumer can access long-term, non-liquidatable credit to purchase Bitcoin. Every comparable asset class has a deep credit market. Bitcoin has none.
| Asset Class | Market Value | Debt Outstanding | Leverage |
|---|---|---|---|
| US Real Estate | $55T | $13T | 23% |
| US Autos | $6T | $1.5T | 25% |
| Bitcoin | $2.2T | $0 | 0% |
Market Sizing
Why Existing Credit Fails Bitcoin Buyers
- Personal loans prohibit investment use — covenant violations trigger immediate full repayment
- HELOCs require 20% home equity most young high-income earners haven't accumulated
- Credit cards charge 25%+ APR and tank credit scores at high utilization
- Margin loans force liquidation during crashes — May 2021: 50% drop in 72 hours, mass liquidations
US consumer installment credit market: $4.8T. BNPL market CAGR: 25%+. Zero competition exists for non-liquidatable Bitcoin credit. We are price makers, not price takers.
03Consumer Product Mechanics
Consumers purchase Bitcoin through fixed monthly installment plans. Bitcoin is delivered to institutional custody immediately, held with transfer restrictions until the final payment. Loans are originated as cash via a sponsor bank; the fund purchases the loan paper (installment plan receivables).
Example: $100K Bitcoin Purchase
Custody & Ownership
- Bitcoin held in Fireblocks Trust institutional custody (4 bps annually)
- Each customer receives a dedicated Bitcoin address — no pooling
- Customers can view their Bitcoin and wallet address in the app
- Transfer restrictions until final payment; full ownership after completion
Zero Liquidation Risk
Fixed dollar payments regardless of Bitcoin price. No margin calls. No forced liquidation. Customers may request voluntary liquidation through the app at any time — only enough Bitcoin is sold to cover remaining obligations; all remaining Bitcoin transfers to the customer's wallet.
Bank Partnership (Lender of Record)
Primary path: Working with sponsor banks (Lender of Record model) to cover the regulatory burden. The bank originates the installment plans, BTC Now purchases 100% within 72 hours. This leverages the bank's existing licenses and compliance infrastructure.
Target banks: Column Bank, Lead Bank, WebBank, Cross River Bank. All have experience as lenders of record for fintech platforms.
Fallback: If bank partnerships stall, BTC Now will obtain state lending licenses in all 50 states, one at a time, starting with Texas. Budget includes contingency for this path.
04Underwriting & Collateral Quality
Each consumer is individually underwritten using standard consumer credit metrics. This produces a diversified pool of thousands of independently assessed borrowers per tranche — reducing concentration risk and enhancing securitization appeal.
Why Bitcoin Is Superior Collateral
Bitcoin doesn't depreciate like a car, doesn't require months of foreclosure like a house, and isn't unsecured like a personal loan. It is a 24/7 liquid asset recoverable in minutes.
| Factor | Auto Loans | Mortgages | BTC Now |
|---|---|---|---|
| Collateral Depreciation | 20-40% over loan life | Market-dependent, illiquid | Market value, highly liquid |
| Recovery Value | 30-50% of original | 60-80% (foreclosure) | 100% market value |
| Liquidation Speed | Weeks (auction) | Months (foreclosure) | Minutes (24/7 markets) |
| Loss Given Default | 50-70% | 20-40% | 25-40% |
| Collateral Reuse | Depreciating resale | REO inventory costs | Reissuable at market value |
Key insight: Upon default, BTC Now retains all payments already collected AND recovers the full Bitcoin collateral at market value. The Bitcoin is then re-issued as a new installment plan — generating fresh origination fees and a new payment stream without deploying any additional capital.
05Regulatory Moat (Basel III)
Basel III classifies Bitcoin as a Group 2 cryptoasset with a 1,250% risk weight — the maximum possible under international banking rules.
$100M Bitcoin position requires $125M in Tier 1 capital — more capital than the loans themselves. This makes direct Bitcoin lending economically impossible for regulated banks.
Why Banks Cannot Compete
At typical bank ROE hurdles of 15%, a $100M Bitcoin portfolio would require $18.75M in annual profit just to justify the capital. BTC Now's installment pricing (12-18% APR) generates ~$15M annually on $100M — not enough to cover a bank's cost of capital.
BTC Now's Structural Advantage
- Warehouse funded by private LPs, not bank deposits — zero Basel III capital requirements
- No regulatory capital charges on Bitcoin exposure
- Bitcoin held off-balance-sheet in bankruptcy-remote structure
- Institutional custody provides security without bank-style capital requirements
- Higher capital velocity: $150M warehouse supports $1.2B bond capacity
This is a permanent regulatory moat. Changing Basel III requires coordination across 28 jurisdictions. The framework was strengthened in 2023. Major revisions happen every 3-5 years. By the time regulatory change is possible (5-10 year minimum), BTC Now will have years of proprietary loan performance data and established market position.
First-Mover Advantage
Competitors face 18-36 month structural delays: regulatory approval, technology infrastructure ($10-25M buildout), and talent acquisition. Each originated loan adds to proprietary performance data that competitors cannot replicate.
06Capital Structure & Securitization
Capital Flow
Warehouse capital deploys in sequential $100M tranches. Each tranche follows the same cycle:
- Originate $100M in consumer installment plans with warehouse capital
- Season for 60-90 days (borrowers make initial payments, prove performance)
- Package into Bitcoin-Backed Securities (BBS)
- Sell bonds to institutional investors; warehouse capital refreshes
- Originate next tranche immediately
Tranche Structure (per $100M)
| Tranche | Size | Coupon | Enhancement |
|---|---|---|---|
| AAA | $70M (70%) | 7% | 30% subordination |
| BBB | $20M (20%) | 9% | 10% subordination |
| Equity (retained) | $10M (10%) | Excess spread | First-loss |
Credit enhancement: 30% total. Comparable to Affirm 2024-B (27%), significantly better than subprime auto (55-60%).
Issuance cost: 3% first tranche, 1.5-2% subsequent.
Capital Velocity
$150M warehouse supports 12 sequential tranches through capital recycling. At $1B warehouse capacity: $12B total BBS origination capacity.
Deployment Cycle Per $100M Tranche
- Day 0: Deploy $100M, originate consumer purchase plans (160-32,000 customers)
- Days 1-300: Season — collect payments, build 10-month performance history
- Day 300: Sell $70M AAA + $20M BBB bonds, retain $10M equity
- Day 301: $90M returns to warehouse (net $88M after 2% issuance fees)
- Day 301+: Next origination cycle begins immediately
Why Unleveraged
Current warehouse facility pricing (SOFR + 250-350bps) vs projected 17.8% unleveraged returns doesn't justify operational complexity, covenant restrictions, or instantaneous call risk. No margin calls. No forced liquidation. Complete control over securitization timing.
Future optionality: The team is experienced with prime brokers, flow providers, and warehouse lines. IBIT options and futures pricing enable zero-cost collars and other hedging. These tools can be introduced later for enhanced capital efficiency.
07Payment Waterfall
Monthly payments flow through a strict priority waterfall that protects senior bondholders first.
- Collect borrower payments (12-18% effective APR)
- Pay servicing fees (1.5% of outstanding to BTC Now GP, paid monthly)
- Pay AAA bondholders (7% coupon + principal)
- Pay BBB bondholders (9% coupon + principal)
- Distribute excess spread to equity tranche (held by warehouse)
Warehouse Spread Per Tranche ($100M)
08Default Recovery & Capital Recycling
BTC Now's structure turns defaults into recoverable events. Three recovery layers protect the warehouse and bond investors.
Layer 1: Retained Payments
All payments collected before default stay with the warehouse. No clawback, no reversal.
Layer 2: Non-Depreciating Collateral
Bitcoin recovered at market value. Cars depreciate 20-40% at repo. Homes decline in distressed sales. Bitcoin: market rate on recovery date, liquidatable in minutes via 24/7 markets.
Layer 3: Reissuance Without Capital
Recovered Bitcoin reissued as new installment plans. Fresh origination fees (1%). New payment streams. Zero fresh capital deployed.
Recovery Example
$100K Bitcoin purchase. Default at month 36. Bitcoin down 20% from origination.
Self-healing warehouse: Recovered Bitcoin re-issued at current market pricing. Traditional lenders must raise new capital for every loan; BTC Now regenerates origination capacity automatically.
Capital efficiency: 70% nominal default rate ≠ 70% economic loss. Effective economic loss: <30%.
Stress Testing
Breakeven requires Bitcoin to decline more than 40% from origination AND an early default. Jump diffusion models calibrated to subprime auto (2008-2010) and BNPL default curves. Full stress test models available for LP due diligence: model.btcnow.com
09Scenario Analysis
All scenarios reflect unleveraged performance (zero warehouse financing leverage) with 10-month seasoning periods per tranche. Returns are denominated in USD terms, optimizing for dollar value growth across a 10-year horizon matching the purchase plan term structure.
USD Scenarios (Unleveraged)
| Scenario | LP IRR | Final NAV | Cum. Defaults | BTC Terminal | Assessment |
|---|---|---|---|---|---|
| Bull Case | 18.4% | $809.9M | 29.1% | $1M | Exceptional returns, favorable macro |
| Base Case | 17.8% | $768.8M | 33.3% | $500K | Underwrite to this scenario |
| GFC Scenario | 15.2% | $618.5M | 53.5% | $120K | Crisis resilience — positive despite 54% defaults |
| Bear Case | 13.3% | $512.5M | 45.4% | $30K | Double-digit returns despite 70% BTC decline |
| Stress Case | 8.0% | $322.4M | 65.3% | $10K | Capital preservation boundary test |
How to Read These Scenarios
Base Case (33% defaults, BTC $500K) — 17.8% IRR. Our expected outcome reflecting market-standard consumer credit defaults and moderate Bitcoin appreciation over 10 years. Underwrite to this scenario. Represents normal economic conditions with BNPL/subprime auto-aligned default rates for FICO 620+ borrowers.
Bull Case (29% defaults, BTC $1M) — 18.4% IRR. Favorable macroeconomic conditions with strong institutional Bitcoin adoption and below-market defaults due to strong employment. Demonstrates upside potential.
Bear Case (45% defaults, BTC $30K) — 13.3% IRR. Recession scenario with elevated consumer credit defaults consistent with 2008-2010 levels and significant Bitcoin price decline (70%). Tests downside protection and recovery mechanisms. Double-digit IRR despite severe recession + BTC crash.
GFC Scenario (54% defaults, BTC $120K) — 15.2% IRR. Systemic financial crisis with defaults exceeding 2008 subprime levels. Demonstrates that Bitcoin price appreciation offsets even catastrophic default rates. This scenario is critical for understanding the dual recovery mechanism.
Stress Case (65% defaults, BTC $10K) — 8.0% IRR. Extreme tail risk beyond any historical precedent — a sustained 90% Bitcoin decline over 10 years (never occurred; BTC has recovered from all 70-93% drawdowns within 12-36 months). This is a capital preservation boundary test, not a forecast. Even in permanent Bitcoin collapse, the Fund delivers positive returns.
Scenario Configurations
Each scenario uses specific model parameters. All configurations are executable and replicable at model.btcnow.com.
| Parameter | Bull | Base | GFC | Bear | Stress |
|---|---|---|---|---|---|
| BTC Initial | $100K | $100K | $100K | $100K | $100K |
| BTC Terminal | $1M | $500K | $120K | $30K | $10K |
| BTC Volatility | 35% | 40% | 60% | 50% | 70% |
| Yr 1 Default | 8% | 12% | 18% | 15% | 25% |
| Yr 2 Default | 4% | 6.5% | 12% | 9% | 22% |
| Yr 3 Default | 2.5% | 4% | 8% | 6% | 18% |
| Yr 4-6 Default | 1.5-2% | 2.5-3.5% | 4-6% | 3.5-5% | 7-13% |
| Yr 7-10 Default | 1-1.5% | 1-1.5% | 2-3.5% | 1.5-2.5% | 2-5% |
| Cum. Defaults | ~29% | ~33% | ~54% | ~45% | ~65% |
| Bonds Issued | 22 | 21 | 22 | 19 | 17 |
| Seasoning | 300 days (10 months) — all scenarios | ||||
| NPV Discount | 10% (aligned with LP hurdle rate) | ||||
Why GFC Returns Exceed Bear Despite Higher Defaults
Bitcoin price drives returns more than default rates. Bitcoin price at default liquidation drives loss-given-default (LGD), not default frequency alone.
- Bear scenario: Lower defaults (45%) BUT collateral crashed 70% (to $30K) → high loss per default due to minimal collateral recovery value
- GFC scenario: Higher defaults (54%) BUT collateral appreciated 20% (to $120K) → collateral recovery partially offsets defaults, plus all installment payments already retained
The dual recovery mechanism (retained payments + Bitcoin collateral liquidation) creates positive recovery scenarios when Bitcoin holds value, even with catastrophic default rates. This is fundamentally different from traditional consumer lending where LGD is fixed regardless of collateral performance.
Hold-to-Maturity (No Bond Sales)
If securitization markets freeze or institutional appetite for Bitcoin-backed ABS does not develop, the Fund holds all purchase plans to maturity. This represents the downside execution risk floor.
| Scenario | LP IRR | Final NAV | Cum. Defaults | BTC Terminal |
|---|---|---|---|---|
| Bull Case | 15.1% | $614.2M | 29.2% | $1M |
| Base Case | 14.2% | $566.1M | 32.5% | $500K |
| GFC Scenario | 13.4% | $528.4M | 49.7% | $120K |
| Bear Case | 12.0% | $464.9M | 44.4% | $30K |
| Stress Case | 8.1% | $326.2M | 66.8% | $10K |
Securitization provides return enhancement, not survival dependency. Unlike traditional warehouse facilities that require bond sales to repay credit lines (forced execution risk), BTC Now's unleveraged structure allows the Fund to hold assets to maturity if conditions are unfavorable. This optionality protects LPs from forced liquidations during market stress and ensures positive returns even if the securitization thesis takes 3-5 years to prove out.
The delta between "with bonds" and "without bonds" scenarios quantifies the value of securitization optionality. The Base Case hold-to-maturity IRR of 14.2% represents the Fund's downside floor — double-digit returns on payment collection alone.
Default Rate Benchmarking
- Bull/Base (29-33%): Aligned with seasoned BNPL (Affirm, Klarna) and subprime auto ABS lifetime defaults for FICO 620+ borrowers
- Bear (45%): Consistent with 2008-2010 recession consumer credit default peaks (credit cards, personal loans)
- GFC/Stress (54-65%): Significantly exceeds historical subprime auto defaults during 2008 crisis (peak 15-20% annually, ~35-40% lifetime cumulative)
Modeling conservatism: Base case assumes FICO 620+ credit quality with stress scenarios modeling defaults 2-3x higher than historical subprime precedents, reflecting prudent approach to novel asset class with zero performance history.
Model Methodology
The financial projections are derived from a production-grade Monte Carlo simulation engine built in Rust with institutional-grade accounting infrastructure. The model employs a time-driven, event-based architecture with double-entry ledger accounting, simulating day-by-day cash flows across a 10-year horizon.
- Price Evolution: Geometric Brownian Bridge — starts at initial price ($100K), converges to scenario terminal price over 10 years. Volatility parameters control intra-period fluctuations while ensuring deterministic endpoint convergence.
- Default Modeling: Probabilistic default events using calibrated annual default curves derived from subprime auto and BNPL (Affirm/Klarna) datasets, with monthly default probability checks for each active buyer.
- Waterfall Mechanics: Full tranche priority simulation (AAA → BBB → Equity), buyer liquidation protocols (35-day grace, 25% liquidation fee), and performance guarantees.
- Discounting: All cash flows discounted to NPV at 10% (aligned with LP hurdle rate), ensuring returns reflect time value of money.
- Validation: Comprehensive unit testing, double-entry accounting verification (zero net balance across all entities), IRR accuracy via Newton-Raphson iterative methods.
Model Validation & Availability
All scenario configurations are executable and replicable by prospective LPs.
Full simulation engine, source code, configuration files, and validation scripts available at model.btcnow.com
Prospective LPs are encouraged to:
- Request custom scenario analysis with alternative assumptions
- Review source code and model documentation
- Propose sensitivity analyses on specific parameters (default rates, volatility, leverage limits)
- Engage independent model validators at GP expense (for commitments >$25M)
Independent third-party validation (Moody’s Analytics, MSCI, Numerix) will be commissioned upon fund closing and repeated annually thereafter.
Questions regarding model methodology or custom scenario requests: Evan Kalimtzis (CIO) & Peter D. Howard (CRO).
10Investment Alternatives
BTC Now generates yield from consumer installment payments, not Bitcoin price appreciation. This creates a fundamentally different risk/return profile versus direct Bitcoin exposure.
Structure Comparison
| Characteristic | BTC Now Fund | BTC Treasury | Crypto Miners | Spot ETFs | Direct BTC |
|---|---|---|---|---|---|
| Return Driver | 15% APR yield | BTC price | BTC production | BTC price | BTC price |
| Leverage | None | 1.5-2.5x | Variable | None | None |
| BTC Price Beta | 0.2-0.5x | 1.5-2.5x | 2.0-4.0x | 1.0x | 1.0x |
| Liquidity | Quarterly (24mo lock) | Daily | Daily | Daily | Instant |
| Minimum | $1M | ~$100 | ~$100 | ~$50 | Any |
Performance Across BTC Prices (10-Year)
Risk Profile
| Investment | Expected Return | Drawdown Risk | Bankruptcy Risk |
|---|---|---|---|
| BTC Now Fund | 14-18% IRR | No drawdowns* | None (unleveraged) |
| BTC Treasury | BTC-dependent | High (leverage) | Moderate (refinancing) |
| Crypto Miners | BTC-dependent | High (leverage) | High (operational) |
| Spot ETFs / Direct | Tracks BTC 1:1 | Tracks BTC volatility | None |
*No mark-to-market; quarterly distributions; NAV reflects remaining portfolio value. BTC Now returns are simulated — fund has no operating history.
11Credit Market Comparison
BTC Now's unleveraged structure eliminates the risks that historically destroyed leveraged credit funds during market stress.
Leverage Comparison
| Feature | Consumer ABS Funds | Private Credit Funds | BTC Now Fund |
|---|---|---|---|
| Warehouse Leverage | 2-4x | 1-2x | 0x |
| Lender Type | Regional/national banks | Major banks | None |
| Refinancing Frequency | 12-24 months | 24-36 months | Never |
| Forced Liquidation Risk | High | Moderate | Zero |
| Interest Expense | SOFR + 250-350bps | SOFR + 150-250bps | 0% |
Key difference: BTC Now uses LP capital as permanent warehouse capacity. No refinancing, no forced liquidation, no warehouse lender that can pull credit during a crisis (2008 Lehman, March 2020 COVID, March 2023 SVB).
Performance: Normal vs. Crisis
| Scenario | Consumer ABS Funds | Private Credit Funds | BTC Now Fund |
|---|---|---|---|
| Normal Markets | 12-15% | 10-14% | 17.8% |
| Credit Market Freeze | Significant losses possible | Significant losses possible | 14-17% |
| Rate Hiking Cycle | Pressure on returns | Pressure on returns | 14-18% |
| Recession | Pressure on returns | Pressure on returns | 10-12% |
BTC Now returns are simulated. Traditional credit performance based on historical ranges; actual outcomes vary by fund.
12Market Validation
Demand for Bitcoin-backed debt is already proven at institutional scale — but concentrated in single-counterparty corporate bonds with fundamentally inferior risk structures.
The Problem With Corporate Bitcoin Bonds
All of this debt is concentrated single-counterparty risk. One balance sheet, one management team, one stock price. If the stock drops below conversion prices, bondholders face losses. MARA Holdings, Metaplanet, and dozens more follow the same playbook — issue low-yield corporate bonds to buy Bitcoin.
BTC Now's Structural Advantage
Diversified risk across thousands of individual FICO-scored consumer loans, each independently underwritten with 100% Bitcoin collateral. Same underlying asset, fundamentally better risk structure — spread across thousands of independent payment streams instead of concentrated in a single corporate entity.
13ABS Market Positioning
Bitcoin-Backed Securities (BBS) position between BNPL (unsecured) and auto ABS (depreciating collateral). Superior collateral profile justifies tighter enhancement and competitive yield.
| Comparable | Collateral | AAA Coupon | Enhancement | BBB Coupon |
|---|---|---|---|---|
| Affirm 2024-B | BNPL (unsecured) | 6.3% | 26.99% | 7.4% |
| Klarna | BNPL (unsecured) | ~6.5% | ~27% | ~8% |
| Subprime Auto | Cars (depreciating) | ~7% | 55-60% | ~10% |
| BTC Now | Bitcoin (liquid 24/7) | 7.0% | 30% | 10.0% |
Key Differentiators vs BNPL ABS
- Collateral: Unlike unsecured BNPL, BTC Now retains Bitcoin liquidatable upon default
- Recovery: Bitcoin liquidation provides partial principal recovery vs 0% on unsecured BNPL
- Dual recovery: Retain all payments + Bitcoin collateral
- Self-healing: Defaulted Bitcoin re-issued without additional capital (4-5x capital efficiency)
- Yield premium: 70bps over comparable BNPL for superior collateral protection
Target Bond Investors
BNPL ABS buyers, consumer ABS credit funds, multi-strategy credit hedge funds, structured credit CLO managers.
14LP Economics & Fees
Fee Structure
| Fee | Rate | Description |
|---|---|---|
| Management | 2.0% of NAV | Payable quarterly in advance |
| Origination | 1.0% | At origination, per funded amount |
| Servicing | 1.5% annually | On outstanding principal & interest, paid monthly |
| Performance / Carry | 0% | Zero carry — intentional |
| Operating Expenses Cap | 0.5% of NAV | Excess borne by GP |
| Subscription / Redemption | 0% | No entry or exit fees |
Why zero carry? Intentional. No performance fee makes the fund more attractive to LPs — removes the single biggest barrier to raising capital quickly. It also keeps the fee structure clean enough to enable a future ETF listing path. Most private credit funds cannot list as ETFs because their carry structures make conversion prohibitively complex. BTC Now's fee structure was designed from day one with this exit in mind.
Redemption & Liquidity
- Lockup: 24 months from each capital call date
- Redemption: Quarterly FIFO as per cash availability, 30-day notice
- Redemption fee: 0%
- No forced liquidation rights: LPs cannot force warehouse to liquidate during market stress
- Contribution methods: USD wire or BTC deposit (valued at market on deposit date)
- Expected payout timing: 60-180 days (normal), 18-24 months (stress)
LPs should consider capital illiquid despite redemption rights. Hybrid structure: closed-end mechanics + limited redemption flexibility. The warehouse is unleveraged by design. No margin calls, no forced liquidation. LP capital is protected from cascade events that affect leveraged structures.
Reporting
- Monthly NAV (within 15 business days)
- Quarterly LP reports with portfolio detail
- Annual Big 4 audit
- Fund administrator: NAV Fund Services
15NAV & Valuation Methodology
Valuation Methods
| Asset Class | Valuation Method | Details |
|---|---|---|
| Purchase Plans | Amortized cost less reserves | 90-day delinquent = 70% reserve; 180-day = 100% reserve |
| SPV Equity | DCF | 15-20% discount rate, updated quarterly |
| Bitcoin (on defaults) | Mark-to-market | Coinbase/Kraken/Gemini average or Bloomberg BCOMSP |
| Cash & Equivalents | Face value | — |
Credit Loss Reserves
- 90-day delinquent: 70% reserve applied to outstanding balance
- 180-day delinquent: 100% reserve (full write-down)
- Reserves reduce reported NAV conservatively, protecting against unrealized losses
Oversight
- Annual Big 4 audit of NAV calculations and fund financials
- LPAC may request independent third-party valuation if disputed (>5% variance from administrator NAV)
- All valuation methodologies disclosed in Limited Partnership Agreement
16Capital Calls & Governance
Capital Call Mechanics
| Term | Detail |
|---|---|
| Notice Period | 30 days |
| Frequency | 60-90 day intervals |
| Default Penalty | 10% interest + 10-day cure period |
| Forfeiture | If default exceeds 30 days |
| Overcall Protection | Max 100% of commitment (except pro-rata expenses or emergency with LPAC approval) |
Rating Agency & Seasoning Requirements
Bond sale timing depends on rating agency selection and institutional investor requirements for demonstrated payment history.
Conservative assumption: All financial projections assume 10-month seasoning for ALL tranches, not just initial issuances. As the Fund establishes track record, subsequent tranches may achieve shorter seasoning (90-180 days), but LPs should not underwrite to this acceleration.
LPAC & Governance
- LP Advisory Committee (LPAC): Standard institutional structure with consent rights over conflicts of interest, valuation disputes, and material fund changes
- Information rights: Monthly NAV, quarterly LP reports, annual Big 4 audited financials
- Key person provisions: Standard provisions for GP principals detailed in LPA
- Conflicts of interest: Policies and disclosure requirements per LPA
- GP co-investment: Requirements detailed in LPA
- Investment restrictions: Fund mandate, concentration limits, and prohibited investments per LPA
Operating Expenses (Capped at 0.5% NAV)
| Expense | Estimated Annual |
|---|---|
| Fund Administrator (NAV Fund Services) | $150-250K |
| Audit (Big 4) | $100-150K |
| Legal & Compliance (Baker Donelson) | $200-300K |
| Other (D&O, E&O, cyber insurance, trustees) | Variable |
Total capped at 0.5% of NAV annually. Any excess borne by the GP.
Investment Process
- Review & Q&A: Investor review of materials and management meetings
- Preliminary Indication: Non-binding indication of interest
- Definitive Documentation: Negotiation and execution of Limited Partnership Agreement
- Capital Commitment: Signed commitment with initial funding
- Ongoing Reporting: Monthly NAV, quarterly reports, annual audited financials
17Team & Infrastructure
Core team has executed together 10-15 years across regulated funds, sovereign debt, and trading infrastructure.
Key Hires (Joining at Close)
- Mateusz Goslinowski — Head Credit Risk & Quant. 5+ years Standard Chartered (counterparty credit risk, regulatory reporting). Axo DEX matching engine. Double Bachelor Math & CS Warsaw.
- Jonathan Thaler — Head Securitization Infra. 15+ years mission-critical infrastructure. Enterprise Architect IGS Swiss Social Security (16 cantons + Liechtenstein). PhD CS Nottingham.
Legal counsel: Baker Donelson (Anastasia Stull / R. Colgate Selden) — banking & regulatory compliance.
Infrastructure
| Fund Administrator | NAV Fund Services |
| Crypto Custody | Fireblocks Trust, Coinbase |
| Fiat Custody | Citi Bank |
| Legal & Compliance | Baker Donelson |
| Audit | Big 4 (TBD) |
| KYC/AML | Plaid |
| Credit Bureau | Bloom Credit |
| Loan Servicing | LoanPro |
| Exchange | Kraken |
| Payments | Repay |
Traction & Status
- Platform operational: Plaid, Fireblocks, LoanPro, Kraken, Repay integrated
- Legal counsel: Baker Donelson engaged, structure confirmed
- Bank partners: Actively negotiating with Column Bank, Lead Bank, WebBank, Cross River Bank
- Warehouse: $1B fund cap, targeting $150M initial raise, Delaware LP structure complete
- Provisional LP commitment: $15M → $150M prime brokerage facility (subject to $1M seed close)
- Outside capital raised: $0 to date
18Risk Factors & Disclosures
No Historical Performance. BTC Now is newly formed with no operating track record. Projected returns are based on financial modeling; actual results may differ materially. Past performance of team members at other institutions is not indicative of future results.
Market & Operational Risks
| Risk Factor | Description | Mitigation |
|---|---|---|
| Customer Defaults | Primary risk. If default rates exceed modeled assumptions, fund returns decrease. Severe defaults (>70% lifetime) could impair principal. | FICO 620+ underwriting, credit bureau reporting, collateral retention, 30% credit enhancement |
| Bitcoin Price Volatility | BTC price UP = favorable (customers "in the money," lower defaults). BTC price DOWN = adverse (higher defaults, lower collateral recovery). | Dual recovery (payments + collateral), capital recycling, stress-tested to −90% BTC |
| Bond Market Pricing | Securitization depends on institutional demand for Bitcoin-backed ABS. Novel asset class may face initial market resistance or wider spreads. | Hold-to-maturity floor (14.2% IRR base), no forced selling, warehouse retains optionality |
| Regulatory Changes | Changes in crypto regulation, lending laws, or Basel framework could impact operations or increase compliance costs. | Baker Donelson counsel, sponsor bank model, fallback state licensing path |
| Operational Execution | Pre-revenue company. Risks include technology failures, custody incidents, bank partner delays, and scaling challenges. | Experienced team (JP Morgan, Peloton, BNP Paribas), institutional infrastructure stack |
| Liquidity Risk | 24-month lockup. Redemption subject to cash availability. Stress scenario: 18-24 months to full redemption. | Quarterly FIFO redemption, no redemption fees, structured exit path via ETF listing |
Key Risk Insight
Bitcoin price drives fund returns more than default rates. In the GFC scenario (54% defaults, BTC at $120K), the fund returns 15.2% IRR. In the Bear scenario (45% defaults, BTC at $30K), the fund returns only 13.3% IRR. Higher defaults with higher BTC prices outperform lower defaults with lower BTC prices — because collateral value at liquidation matters more than default frequency.
Rating Agency & Seasoning Timeline
All financial projections assume 10-month seasoning for ALL tranches (not just initial issuances). This conservative assumption reflects the novel asset class with no market precedent, institutional due diligence requirements, and uncertain market acceptance timeline.
Model Validation
Independent third-party validation (Moody’s Analytics, MSCI, Numerix) will be commissioned upon closing. Full model documentation, source code, and validation scripts available for LP due diligence at model.btcnow.com.
Forward-Looking Statements
All projections contained in these materials are subject to risks and uncertainties. Returns may vary materially based on market conditions, pricing adjustments, and operational performance. Prospective investors should not rely solely on projected returns when making investment decisions.
Legal Disclaimer. This document is provided for discussion purposes only and does not constitute an offer to sell or solicitation of an offer to buy securities. Any such offer or solicitation will be made only through definitive offering documents and subscription agreements. Investment in the Fund involves significant risks, including loss of principal. Prospective investors should carefully review all offering materials and consult with their legal, tax, and financial advisors before investing.
The securities offered have not been registered under the Securities Act of 1933 or applicable state securities laws and are being offered pursuant to exemptions from registration. The Fund is only available to accredited investors and qualified purchasers as defined under applicable securities laws.
19Exit Strategy — Public Listing
Most private credit funds have no exit. This one was designed with one from day one.
Why most funds can't list
- 20% carry creates complex profit-share accounting
- Incentive fee accruals break daily NAV requirements
- High-water marks incompatible with ETF structure
- SEC requires transparent, formulaic fee calculation
Why BTC Now can
- Zero carry — clean fee structure from inception
- Flat fees enable daily NAV calculation
- 12 months audited returns prove track record
- Novel category with zero existing competition
A public listing converts LP positions from illiquid fund interests to tradeable securities — creating real liquidity in a market that has none. Early LPs benefit most: they enter at NAV and exit at market premium.
The zero-carry structure is not just an LP incentive — it is the architectural foundation for the exit. Every private credit fund that charges carry is structurally locked out of the ETF conversion path. BTC Now is the exception by design.