Tessera

Issuing entity

Tessera Works Foundation ("TWF"), a Panama foundation registered at folio 25063391, registered office Ricardo Arias Street, Advanced Tower Building, First Floor, Panama City. Each token is issued by its own wholly owned Panama subsidiary; the Disclosures register as at 28 August 2026 gives the mapping and the folio of each: SPX Tessera Issuer Inc. (T-SpaceX, folio 155779878), KLSH Tessera Issuer Inc. (T-Kalshi, folio 155774530), OPAI Tessera Issuer Inc. (T-OpenAI, folio 155785695). On the T-SpaceX side that mapping is weeks old: KLSH Tessera Issuer Inc. — the T-Kalshi issuer — was also the T-SpaceX Issuer until SPX Tessera Issuer Inc. was substituted for it by novation with effect from 1 August 2026, notified on 27 August and re-notified on 28 August 2026, so notice of who owes the largest series followed the change by nearly four weeks. Under s. 11.7 no token is burned, cancelled, reissued or replaced by a substitution and the principal and redemption entitlement are unaffected. The underlying exposure sits one layer further out, in per-company segregated portfolios of a Cayman Islands segregated portfolio company (SPC).

Entity jurisdiction

Panama (foundation and per-token issuer entities); Cayman Islands (SPC segregated portfolios holding the exposure)

Governing law

Singapore law, "without giving effect to its principles or rules of conflict of laws". Disputes: SIAC arbitration, sole arbitrator, seat Singapore, English language; Singapore International Commercial Court for related court proceedings.

Regulatory status

Unlicensed and structured to sit outside securities regulation. Docs: "The product carries a non-security legal opinion under Singapore law, confirming it is structured as a loan product, not a capital markets product" and "T-Tokens represent loan participation rights, not securities, though regulatory treatment may vary by jurisdiction." The opinion itself is not published. No Regulation S or other exemption is cited anywhere in the terms.

Holder claim

An unsecured stablecoin-loan participation right against one named Panama issuer entity, repayable only out of Liquidity Event Proceeds that issuer actually receives, pro rata to the holder's share of the loan series. The terms are explicit that this is purely contractual: the obligation "does not confer on any User any legal, beneficial or other proprietary interest in those Liquidity Event Proceeds, in any PE Investment or in any asset of that Issuer". No equity, voting or dividend rights and no place on the underlying company's cap table.

Underlying custodian

No external share custodian is named. Exposure is held in per-company segregated portfolios inside a Cayman Islands SPC, acquired as "direct shares, contracts for shares, or similar instruments tracking company value". Fireblocks provides MPC key management for the token mint/transfer/burn authorities - that is operational key custody of the tokens, not custody of the underlying shares. The independent auditors who attest the portfolio holdings are not named.

Available

Yes

Eligibility

Any holder during the Redemption Period, whether the original lender or a subsequent acquirer of the token - the right runs with the token, and the Terms attach no eligibility test to the redemption gate itself. Excluded Persons (including all US persons) and persons in or accessing Tessera from an Excluded Jurisdiction are barred from the product by the preamble and the s. 3.1 representations, and can be refused at the LENDING stage: s. 2.1(d) of the 2026-08-28 Terms attaches identity verification, AML/CFT and sanctions screening, and the power to decline, to accepting a Stablecoin Loan and issuing tokens - not to Redemption. So a holder who is or becomes an Excluded Person is nowhere expressly screened out when they come to redeem. Redemption is contingent, not on demand: it requires a Liquidity Event (as the Terms define it, the issuer's divestment of all interests in the PE Investment), actual receipt of the proceeds in full by the issuer, and a Redemption Start Date announced by TWF.

Route / rails

Holder burns the T-Tokens to the Tessera smart contracts to claim the Redemption Amount. Under the Terms (revised 2026-08-28) the Redemption Amount is “denominated in USDC or USDT as the relevant Issuer may determine in its sole discretion” at a fixed 1 USD : 1 USDC / 1 USD : 1 USDT rate. The docs still carry the older, wider wording that “the specific stablecoin is determined by Tessera at its discretion and may not necessarily be the same stablecoin you originally used”; the Terms prevail over the docs by their own wording.

KYC

Not established

Minimum

unknown

Fees

0% on acquisition; 0.2% (20 bps) on sells and transfers, enforced on-chain by the Token-2022 transferFeeConfig extension. Fees can be changed by the transfer-fee config authority.

Timing

Not established

Transfer mechanism

freeze-authority

US persons excluded

Yes

Collateral ratio

1:1

Composition

may-include-other

Rehypothecation

undisclosed

Bankruptcy remote

Not established

Security interest

No

Verification type

chainlink-por

Verification agent

Chainlink SmartData (DataLink) decentralised oracle network, fed by unnamed independent auditors of the Cayman SPC portfolios

Verification frequency

Chainlink feeds readable on-chain in real time (published on Solana); the underlying audited asset count behind them is "refreshed approximately monthly", so a feed reflects the most recent attested holdings rather than intra-month portfolio changes

Verification notes

Materially stronger than peers, with two real caveats. (1) The feeds publish ASSET COUNTS, not dollar values - docs: "The values these feeds publish are asset counts - Proof of Reserve - not dollar valuations of the underlying holdings", so a feed at ratio 1.00 says nothing about what the exposure is worth. (2) The attesting auditors are not named and the attestation reports themselves are not published; docs say only that "All auditors involved in signing off on the attestations ... will be shown on this page" (future tense). Crucially, 1:1 here means supply matches verified units - it is NOT a security interest, because the loan is expressly unsecured.

How custody affects DeFi enforcement →

Dividends

none

Voting

none

Corporate actions

Everything hinges on a Liquidity Event. The authoritative Terms (revised 2026-08-28) define it narrowly and self-referentially: “divestment by that Issuer of all interests in that PE Investment for cash or stablecoins or equivalent thereof” — no IPO or change-of-control test at all. The docs redemption page still describes the trigger as an IPO on a recognised exchange or a Change of Control (>50% of voting control acquired, or sale/merger), and the Terms prevail in case of discrepancy. Sequence: the segregated portfolio divests, proceeds flow to the issuer entity, the Redemption Amount is denominated in USDC or USDT at the issuer's choice, TWF announces a Redemption Start Date (which must fall within 90 days of the issuer receiving the proceeds in full), and holders burn tokens for a pro-rata share during the Redemption Period — 10am Panama time on the Redemption Start Date to 10pm Panama time on the 90th day thereafter. On expiry the Redemption Amount “shall cease to be claimable by the holder thereof”, is “retained by the relevant Issuer”, and the issuer is “deemed fully and irrevocably discharged”; the docs add that Tessera “reserves the right to forfeit unclaimed proceeds” and “you permanently lose your funds”. Tokens may keep trading on secondary markets until redemption, and if the portfolio is never divested there is no maturity date at all. OBSERVED STATE, from the Disclosures last updated 28 August 2026: T-SpaceX "has entered its redemption event cycle", with no Liquidity Event Proceeds received, no Redemption Start Date announced and no Redemption Period commenced; T-Kalshi and T-OpenAI have had no Liquidity Event at all. The mechanism above is therefore being exercised for the first time, on the largest series, and has so far produced neither proceeds nor a window - and because the 90-day clock starts only on the issuer's receipt in full, a cycle can run indefinitely before any deadline binds.

Pricing

reference market: platform-mark · arbitrageable: false · notes: The API publishes a markPrice and a markValuation per token (T-OpenAI 812.79 / $950B, T-Kalshi 413.80 / $14B, T-SpaceX 423.00 / $800B on 2026-09-16), with no disclosed methodology and no external reference market for a private company. Secondary price discovery happens on Solana DEXs (Meteora, Jupiter). There is no continuous mint/redeem arbitrage loop: primary issuance runs through Alpha Vault pro-rata auctions and direct acquisition on the platform, while redemption is unavailable until a Liquidity Event occurs, so the Chainlink PoR feed constrains supply but nothing pins price to the mark. Cross-check the marks against the one figure with a documented relationship to the payout - the Stablecoin Loan Principal Amount per token. Supply read on 2026-09-18 (slots 448072618-9) was 1,189.973352546 tSpaceX, 1,557.906620573 tKalshi and 684.795590336 tOpenAI, against principals of 500,990.00, 552,500.00 and 518,171.45 USDC: 421.01, 354.64 and 756.68 USDC of principal per token. The published marks are 423.00, 413.80 and 812.79, so T-SpaceX is marked within 0.5% of its principal per token while T-Kalshi is marked 16.7% and T-OpenAI 7.4% above theirs. Redemption pays a pro-rata share of the proceeds the issuer actually receives, never the mark, so the gap is a valuation opinion with no redemption leg behind it.

• Tessera Terms and Conditions (authoritative; prevails over docs)
• How do T-Tokens Work? (loan-participation structure, two layers of isolation)
• Proof-of-Reserve (PoR) - Chainlink integration and live feeds
• On-Chain Programs - program IDs, mints, authorities
• Redemption - liquidity events, windows, forfeiture
• Security & Audits (programs audited by Accretion Labs)
• Tessera public token-details API
• Chainlink SmartData feed - tSpaceX / USD (asset count PoR)
• Chainlink SmartData feed - tKalshi / USD (asset count PoR)
• Chainlink SmartData feed - tOpenAI / NAV (asset count PoR)
• Tessera Disclosures, last updated 28 August 2026 - the register that says which Issuer owes which Loan Series (with each entity's Panama folio), the notices given (the T-SpaceX Notice of Novation), each series' principal and disbursement date, and each series' redemption status. The only document that dates the T-SpaceX redemption event cycle.
• Tessera Terms and Conditions, Date Last Revised August 28, 2026 - the authoritative clause text: s. 2.1(d) lending-stage screening, s. 2.2 redemption mechanics and forfeiture, s. 2.2(b)(i) the Liquidity Event definition, s. 11.6 unilateral change and s. 11.7 Change of Issuer. Prevails over the docs in case of discrepancy.
• Tessera Privacy Policy - the only document describing what identity data is collected and the grounds on which it may be disclosed to authorities
• Threat Monitoring & Response - names Hypernative as the on-chain monitoring vendor, dates the layer to 1 June 2026, and is the only published explanation of the freeze authority: automated protective response, independent co-approval before signing, deliberately manual recovery
• Trade - the secondary-market routing and venue description (Meteora, Jupiter)
• Tessera Dashboard - the transparency surface the docs point holders to for supply, volume and reserve figures
• Supported Wallets & Chains - establishes that T-Tokens are held in ordinary third-party Solana wallets with no custodial account
• Accretion Labs audit report A25TES1, 19 January 2026 - the full independent audit of the Token Program and Referral Program, 30 findings with none critical or high and 17 fixed pre-deployment

Inspect source freshness and individual claims →

• Who are the independent auditors behind the Chainlink PoR feeds, and will the attestation reports themselves ever be published? The docs promise the auditors "will be shown" on the transparency page in future tense.
• For T-OpenAI specifically: is the exposure direct shares, a contract for shares, or a synthetic? This decides whether OpenAI's May 2026 position that unauthorised SPV/tokenized transfers are void touches Tessera's portfolio at all.
• How does a holder rank on insolvency of the Panama issuer entity? The terms are silent, and the loan is unsecured, so the Cayman segregated portfolio protects the assets from the holder as much as from third parties.
• PARTLY ANSWERED (2026-09-18): the freeze power now has a published rationale. Tessera's threat monitoring, run by Hypernative with automated protective response "narrowly scoped to the specific threat", went live on 1 June 2026 - the same day the freeze key 7n2PNcDXVDMK2m8dyV9cVPNY7p4jM4ZMHv7TzfibEt8o was funded - and the key's only four operational transactions are two freeze/thaw pairs on 2026-06-07, each reversed within three minutes. Still unanswered: who holds the key (no multisig program appears in its history, so it is a plain nonce-based keypair), why the docs' Authorities & Security table omits it, and why the docs claim a Transfer Hook extension that is present on none of the three mints.
• The docs advertise "no KYC" and permissionless global access while the terms exclude US persons plus 17 jurisdiction categories and reserve identity verification. Which governs in practice, and is any geoblocking enforced?
• How is markPrice computed? The API publishes it with no methodology, and there is no external reference market.
• Note the jurisdictional irony worth flagging on the site: PreStocks lists both Panama and Singapore as Prohibited Jurisdictions - precisely where Tessera is incorporated and whose law governs it.
• What happens if a segregated portfolio's exposure is written down between monthly attestations? Supply is not reduced automatically and the feed lags.
• Why was T-SpaceX issued by KLSH Tessera Issuer Inc. - the T-Kalshi issuer - in the first place, and why was the novation to SPX Tessera Issuer Inc. notified nearly four weeks after its 1 August 2026 effective date? The Disclosures state the effect of a substitution and the dating convention for notices, but not the reason for this one, nor the incoming entity's assets, nor what liabilities stayed with KLSH (which still owes the T-Kalshi series).
• What put T-SpaceX into its redemption event cycle, and how long may the cycle run? The 2026-08-28 Terms define the Liquidity Event as the Issuer's own divestment of all interests in the PE Investment, the Disclosures record no proceeds received as at 28 August 2026, and the 90-day deadline for announcing a Redemption Start Date starts only on receipt in full - so nothing published bounds the wait between the cycle opening and the window opening.
• Why do the published marks stand 16.7% (T-Kalshi) and 7.4% (T-OpenAI) above principal per token while T-SpaceX sits within 0.5% of its own? Redemption pays a share of realised proceeds rather than the mark, and no methodology is published for either number.