ONRAMP \- ON-chain Real-world Asset Minting Protocol

Building on existing tokenization frameworks, i.e. T-bill products, GAIB tokenizes physical assets through historically proven structures allowing for clear ownership and enforcement rights ensuring timely liquidation in a default scenario.

ONRAMP (On-Chain Real World Asset Minting Protocol) expands on the best parts of existing tokenization through SPV structures to ensure legal and economic benefits of assets are straightforward and easily accessible. Through a combination of secured legal frameworks, tokenization technology, and vault-based smart contracts, ONRAMP enables investors to participate in the entire capital stack (credit, equity, and mezzanine) of AI infrastructure providers.

Party	Process	Description
Investor Capital (Stablecoins)	Deposited into GAIB Vault	Funding pool for AI infrastructure financings
Segregated Portfolios (SPs)	Allocated capital into SPC vehicles	Bankruptcy-remote legal structures
Underwriter Deals	Loan, equity, mezzanine agreements executed	Secured exposures to AI Providers
Collateral (GPUs, Robotics, Infra, etc)	Pledged or transferred under legal agreements	True Sale, perfected security interests, equity rights
Tokenization Engine	On-chain minting of structured positions	Producing sAID, a share of the tokenized AI infra portfolio
AI Provider repayments/returns	Flows back through SPC → Vault	Investor redemption in stablecoins, or reinvestment

Key Parties

GAIB SPC:

A Segregated Portfolio Company or SPC, is a type of bankruptcy-remote entity in which distinct classes for assets and liabilities are segregated from each other and the SPC itself. SPCs can contain an unlimited number of SPs each with their own distinct assets & liabilities. GAIB owns a Cayman based SPC to initiate financing deals.

Underwriters

Underwriters will be responsible for sourcing new Sponsor deals, conducting comprehensive due diligence on clients and structuring transactions working with all 3rd parties involved. Transactions by Underwriters will be underwritten in an agent capacity ‘selling’ the sourced Sponsor client transactions to investors (GAIB SPs). GAIB’s SPC will contain multiple deals at any given time, of which they can be sourced by GAIB acting as the Underwriter, a trusted 3rd Party Underwriter, or a combination of the two. 3rd Party Underwriters will undergo screening via GAIB’s Credit Committee.

Sponsors

Sponsors are the end clients accessing capital through GAIB’s protocol. Proceeds from transactions may be applied toward financing growth initiatives, supporting operations, or refinancing existing obligations tied to eligible technology and infrastructure assets. Each Sponsor and its assets undergo a rigorous internal screening process to ensure compliance with GAIB’s Eligibility & Tokenization Criteria and are verified by an independent third-party agent. Sponsors may be presented to GAIB’s Credit Committee directly or via approved third-party Underwriters for review and approval.

GAIB Vault

Is the pool of yield rewards earned by the SPC through its segregated portfolio of deals.

GAIB Tokenization Engine

The GAIB Smart Contract which will automatically transact Investor capital and send back a proportionate amount of AID to the Investor’s wallet.

Highlighted Legal Contracts

• Investor → GAIB Vault
  • Strategy Memondraum
• GAIB Vault → GAIB SPC
  • Subscription Agreement
• SP → Underwriter
  • Financing Participation Agreement
• Underwriter → Sponsor
  • Definitive Financing Agreement and/or Collateral Agreement (sometimes embedded into the definitive agreement)
• Cayman SPC → Tokenization Engine (GAIB)
  • Tokenization Agreement/Service Agreement

Strategy Memorandum between Investor and GAIB Vault

The Strategy Memorandum serves as the disclosure document provided to Investors prior to depositing capital into the GAIB Vault. It outlines the investment objectives, risk factors, legal structure, and operational framework of GAIB’s protocol. The document describes how investor capital will be deployed across various asset classes (credit, equity, mezzanine), the potential yield profiles, and the mechanics of liquidity and redemption. It also sets forth the governance framework, including the role of the Credit Committee, risk management policies, and credit enhancement mechanisms. The Strategy Memorandum functions as the guiding reference for Investors, ensuring alignment of expectations and compliance with applicable offering standards.

Subscription Agreement between GAIB Vault and GAIB SPC

The Subscription Agreement governs the transfer of investor capital from the GAIB Vault into the Segregated Portfolios (SPs) within the Cayman SPC. It establishes the legal basis for the Vault’s subscription into the SPC and details the rights and obligations of the Vault as a participating investor. Key provisions include representations and warranties, capital commitment mechanics, allocation of financing opportunities, redemption rights, and limitations on liability. The Subscription Agreement ensures that funds committed to an SP are formally recognized under Cayman law and provides the contractual foundation for subsequent financing activities undertaken by the SPC.

Financing Participation Agreement between SPs and Underwriters:

SP will purchase Financing Participation Interests in the assets originated by the Underwriter, essentially extending SP capital as a loan to the Underwriter. It will contain protective provisions such that if the Underwriter does not honor the agreement SP has recourse to Underwriter. Event Defaults under the Participation Agreement will trigger an elevation, entitling SP to all contractual remedies against the end Sponsor afforded to the Underwriter under their Underlying Definitive Agreement.

Definitive Financing Agreement between Underwriters and Sponsors:

Depending on the Underwriter (GAIB or Trusted 3rd Party), the definitive agreement will define total financing amount, payments, and covenants. It will also define collateral whereby assets will be ring-fenced through a ‘True Sale’ to another SPV with. Furthermore, definitive agreements can contain provisions for: personal guarantees by company directors, charge over shares and existing assets, assignment of future SLA payments, and/or assignment of insurance contracts.

Asset Tokenization/Service Agreement between GAIB Tokenization Engine and SPC

The SPC will tokenize and send cashflows to GAIB’s Vault. sAID will represent ownership interest, rights or participation in the Vault

Further Definitions

Event Defaults Mechanisms

• GPUs secured by loan and given to the Underwriter in the initial ‘True Sale’ would be under control by the Underwriter. And any Creditors to Sponsor would be subordinate to Underwriter’s portion of assets.
• If the Underwriter is a 3rd party, the Participation Agreement would trigger an elevation, entitling SP to provisions and assets set under the Definitive Financing Agreement.
• GAIB will assess several options including but not limited to, moving assets to another GPU Provider, or liquidation of assets.

GAIB’s Tokenizing Criteria

• The distinct asset pool has, in the case of credit, a perfected security interest by a first or second lien, or equity ownership rights.
• The Participation Interest purchased by SP/or the Definitive Agreement affecting a true sale of the distinct GPU assets in favor of the entity selling the Participation rights purchased by the SP must:
  • Require surveillance reporting at least monthly that is readily available to investors
  • Have defined delinquency criteria to measure the performance of the distinct asset pool
  • Require all collections to be deposited directly (or swept within at least ten (10) business days into a non-commingled collections account that is subject to a DACA in favor of the secured party and other cash management provisions are in effect)
  • Require overcollateralization to be tested at least on a monthly basis with no breach of minimum overcollateralization
  • Require quarterly compliance audits and ensure they are completed no greater than 45 days past due
  • Do not permit a grace period for payments in excess of ten (10) Business Days; or have bona fide cure periods/remedies.
• Each Underwriter associated with the Participation Agreement offered to the SP must:
  • Have at least 2 years of origination history
  • Is required to provide sufficient data to generate surveillance reports