VELTRIKA
PRIVILEGED & CONFIDENTIAL · ADVISORY MEMORANDUM
Bank-Grade Structure

Relayy Liquidity Basket
Strategic Advisory Proposal

Turn pooled equity into a regulated, liquid, institution-grade tokenized instrument under USA–Dubai framework

To: John E. Russo, Chief Executive Officer / Founder, Relayy

From: Katherine Schneider, Senior Advisor · Veltrika Alliance

In coordination with: Assetium Veritas Ledger & Ardewa (Basket architecture)

Date: 12 May 2026

Reference: REL-BASKET-2026-02

1. Context & strategic opportunity

Relayy has transformed residential real estate access by offering co-ownership with a 2% down payment and monthly savings up to 40% relative to traditional mortgages. The underlying model relies on pooled equity from institutional co-investors. However, to accelerate origination and attract deeper capital pools, the current structure requires a formal liquidity mechanism and institutional-grade transparency.

Key observation – institutional investors (pension funds, family offices, tier-1 banks) increasingly allocate to Real World Assets (RWA) provided the asset offers: (i) secondary liquidity, (ii) continuous auditing / digital twin verification, and (iii) a regulated legal wrapper. Our proposal answers each requirement without altering Relayy's core originations engine.

2. Reference model: ARDEWA basket structure

The ARDEWA Basket 02 framework has already demonstrated conversion of illiquid real estate rights into liquid tokenized securities, using a regulated legal instrument (Prescribed Company regime aligned with Dubai / DIFC standards). For Relayy, we adapt this methodology from single property to a diversified basket of co-ownership economic rights, amplifying investor appeal and operational scalability.

3. Institutional infrastructure

This proposal is built upon existing tier-1 partnerships and regulatory frameworks. The following institutions provide the custody, verification, promotion and compliance backbone:

4. Relayy liquidity basket – operational design

Instead of tokenising individual co-investment positions, we aggregate the economic rights of 150+ properties into a unified basket. A single regulated legal instrument (defined under VARA/DIFC) will be formed. A licensed issuer in Dubai will issue tokens representing proportional cash flow and capital appreciation rights. Assetium provides continuous verification via digital twins. Once the token is ready, Veltrika leads the presentation of the token to the entire institutional liquidity pipeline, with Crédit Agricole CIB acting as promoter.

5. Key benefits for Relayy

Liquidity acceleration – Cash realisation within 90–120 days from basket formation, fuelling up to 4x origination capacity.

Lower cost of capital – Liquid tokenised structure reduces required yield premium demanded by co-investors.

Operational efficiency – One token, one legal vehicle, one audit dashboard for hundreds of assets.

First-mover status – First proptech offering a Crédit Agricole CIB-promoted, custodied tokenised basket in the USA–Dubai corridor.

6. Advisory roadmap – 12 weeks

Veltrika provides exclusive advisory services. All legal incorporation, issuance, custody and verification costs are paid directly by Relayy to respective providers.

Phase 1 – Strategic & basket design (weeks 1-3)

Deliverable: Strategy & Basket Design Memorandum

Advisory activities (Veltrika):

  • Analysis of Relayy's co-ownership contract pipeline.
  • Definition of first Basket composition (number of properties, aggregate value, geographic diversification).
  • Financial modelling (expected yields, LTV, DSCR, stress scenarios).
  • Legal jurisdiction analysis and recommendation (DIFC / VARA).
  • Identification and introduction of at least three Dubai-based law firms specialised in RWA (Relayy contracts directly).
  • Estimated legal incorporation timeline (4-6 weeks).

Phase 2 – Implementation & token issuance setup (weeks 4-8)

Deliverable: Validated structure ready for issuance + demo dashboard + CA-CIB commercial pre-approval letter

Advisory activities (Veltrika):

  • Design of the regulated legal instrument architecture (Relayy's lawyers draft and incorporate).
  • Technical specifications for Relayy integration with Assetium (digital twins, AI/satellite continuous verification – Assetium does not issue tokens).
  • Coordination with the licensed issuer in Dubai (regulated entity under VARA/DIFC) to define token characteristics (name, supply, economic rights, governance).
  • Selection and setup of custodians: Hex Trust and CACEIS (Relayy contracts directly).
  • Coordination with Crédit Agricole CIB (CA-CIB) as promoter/commercial distributor to prepare the token placement strategy.
  • CA-CIB sends a direct email to Relayy pre-approving the commercial model of the basket to be launched. This official communication confirms that the model meets the bank's requirements for promotion among its institutional investor network.
  • Preparation of institutional Pitch Deck and virtual Data Room (due diligence documents).
  • Identification of initial prospects in our network (Tier-1 banks, MENA/Asia family offices, funds) in coordination with CA-CIB.
Pre-approval milestone: During Phase 2, Crédit Agricole CIB issues a formal email directly to Relayy pre-approving the commercial model of the basket. This serves as a critical validation for institutional investors.

Phase 3 – Placement, secondary market & scaling (weeks 9-12)

Deliverable: First tokenised Basket with live liquidity + Replication Playbook

Advisory activities (Veltrika):

  • Organisation and leadership of Institutional Roadshow (Dubai and USA) together with CA-CIB as promoter.
  • Direct presentation of the token to the liquidity pipeline: family offices, pension funds, asset managers.
  • Facilitation of initial placement (subscriptions) – minimum target USD 10-15 million.
  • Coordination with the licensed issuer in Dubai, custodians (Hex Trust, CACEIS) and CA-CIB to secure first closings.
  • Advisory on selection of VARA-regulated DEX or OTC broker for secondary market.
  • Development of the Replication Playbook (guide for Relayy to replicate the process for future baskets without our assistance).
  • Knowledge transfer session to Relayy's team (2 days).

7. Fee structure & financial terms

Compensation is limited to fixed advisory fees without any success fee or percentage of tokenised value. All external costs (legal incorporation, licensed issuer in Dubai, Assetium verification, custodial services) are contracted and paid directly by Relayy, ensuring full transparency.

MilestonePercentageAmount (USD)Payment trigger
Project kick-off30%16,500Upon signing of advisory engagement letter
Delivery of Phase 130%16,500Approval of Strategy & Basket Design document by Relayy
Completion of Phase 2 (CA-CIB pre-approval + structure ready)40%22,000CA-CIB commercial pre-approval email received + token structure validated

Total advisory fees: USD 55,000 (professional services of Veltrika for structuring, coordination, and liquidity presentation). No other commissions apply.

Direct costs borne by Relayy: legal incorporation under DIFC/VARA, licensed issuer in Dubai fees, Assetium verification platform, Hex Trust / CACEIS custody charges. Veltrika provides vendor negotiation assistance and technical supervision.

8. Responsibility matrix

EntityRolePayment responsibility
VeltrikaStrategic advisory, basket design, coordination of all actors, presentation to liquidity network.Relayy pays USD 55,000 per milestone schedule.
RelayyDirect engagement of Dubai legal counsel, licensed issuer in Dubai, Assetium, custodians (Hex Trust, CACEIS).Relayy pays law firms, issuer, Assetium, custodians directly.
AssetiumContinuous verification via digital twin, AI, satellite monitoring. Does not issue tokens.Relayy (as per Assetium invoice).
Licensed issuer (Dubai)Token issuance under VARA/DIFC licence.Relayy (direct agreement).
Hex Trust / CACEISInstitutional custody of tokens.Relayy (custody fee agreement).
Crédit Agricole CIBPromoter and commercial distributor of the token; sends pre-approval email to Relayy in Phase 2.No fee to Relayy (commercial partnership).

9. Why this alliance – regulatory & market timing

The USA–Dubai regulatory corridor is fully operational: Dubai's VARA/DIFC provides a clear rulebook for Asset-Referenced Virtual Assets (ARVA) and secondary market trading, while the SEC–CFTC harmonisation (effective Q3 2025) enables compliant US placements. 2026 represents the inflection point for institutional RWA adoption, with market forecasts expecting USD 13 trillion tokenised assets by 2030. Veltrika, Assetium and Ardewa operate at the intersection of this convergence, offering a turnkey solution already validated by the Ardewa Basket 02 case.

The first proptech to deliver a bank-promoted, custodied and continuously verified tokenised basket will define the next generation of real estate capital markets. This proposal provides the exact roadmap.

10. Next steps

We invite John E. Russo to a 30-minute strategy alignment session to finalise the first basket pilot parameters. Upon mutual agreement, a non-binding letter of intent will reserve our advisory capacity (limited to 3 mandates per quarter).

Project kick-off can occur within 5 business days after execution of the engagement letter.