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Tokenized real-world assets

Dinari dShares

Rejected The evidence weighs against it

Review open since 2026-09-30: A published event names JAAA: Aave Risk Steward proposes v3 cap and interest-rate changes. The verdict stands until the review closes.

Issued
2026-09-30
Last confirmed
2026-09-30
Research basis
Individual research
Chains
Arbitrum One · Mixed control, Base · Mixed control, Ethereum · No freeze key, Avalanche · Governed, no freeze, Hyperliquid / HyperEVM · Issuer can freeze
Symbols
USFR JAAA MSTR NVDA STRC NKE TSLA ASST
Eligibility file
What the holder owns and who may hold it

Dinari sells two different things under one name. The global token excludes US persons; the US brokerage route has conflicting transfer disclosures. The tokens on Arbitrum, Base, Ethereum and Plume are sold by Dinari, Inc. under its December 26, 2025 terms. Those terms rely on Regulation S: the United States is first on the list of excluded jurisdictions, and every buyer certifies it is not a US person. The terms are also plain about what the token is. The holder has no right or title to the share; it has ”a claim to the value” of the share and a contractual put that makes Dinari sell the share and pay the proceeds in a dollar stablecoin. Dinari keeps title, keeps the vote, and is the holder of record. The shares sit in a Bermuda segregated accounts company; if Dinari fails, a segregated account representative sells them and pays holders out. Under the SEC staff statement of January 28, 2026, that is a synthetic tokenized security: a security the third party issues that tracks another company’s stock and ”confers no rights or benefits from the issuer of the referenced security.” The website says ”They are stocks.” The terms control. The second product is a brokerage account at Dinari Securities, LLC, an introducing broker-dealer (CRD 329672) the SEC approved on June 20, 2025, which clears through Alpaca Securities. There the client owns an ordinary security entitlement at Alpaca, covered by SIPC, and the token is a ”secondary record keeping token” that mirrors the position. The Form CRS says it can move to a self-custody wallet the customer controls. The partner guide still bars transfers and DeFi. These documents conflict; no US recipient allowlist was verified. The account is for one US resident, for personal, non-business use. Its audited statement shows no customer accounts at December 31, 2025 and total assets of $251,516. On chain the program is small. We read 810 dShare contracts from Dinari’s factories on four chains; at Dinari’s own quotes their supply was worth about $16 million on September 23, 2026, and two bond ETF tokens (USFR on Arbitrum, JAAA on Ethereum) made up nearly half. The old GitHub code checks a blacklist; the sampled Arbitrum implementation calls newer rules that also track wallet status. For a US advisor’s client the answer is no. The Regulation S token is closed to US persons and carries no ownership. The US route is brokerage with a record token and conflicting transfer disclosures. Its audited statement records no customer accounts at December 31, 2025. The documents read do not settle US transfers to other holders.

The research file

What the global dShare is

Dinari, Inc. sells dShares under its Terms and Conditions revised December 26, 2025. A buyer sets a dollar amount; Dinari prices the token from a feed such as Nasdaq or Polygon.io, buys the underlying stock or ETF, and only then mints the token (Section 3.7). Dinari’s docs show the order path: the order is filled at Alpaca, and only a filled order mints or burns a dShare. The shares are credited to accounts ”in the name of Dinari (or an affiliated company) for the benefit of the Token program,” and today sit in a Bermuda segregated accounts company.

The holder’s claim is narrow. Section 4.6(a) says the holder has no ”claim of right or title to the actual Underlying Asset” but a claim to its value when sold. Section 6.8 says the repurchase ”is a contractual put right” that confers no equity, redemption or ownership interest in Dinari or the underlying, and that title ”shall remain with the Company.” Dinari keeps the vote and is the holder of record (Section 4.6(d)). Splits are handled by minting or burning. Dividends arrive in a dollar stablecoin after Dinari deducts ”a portion” for its services; the terms say payments under $1.00 per customer are not made, while the docs say dShare holders are paid in USD+, Dinari’s own rebasing token, with a $0.10 floor. If Dinari stops operating, Annex 5 has an independent segregated account representative repurchase every token by a wind-down date and send the proceeds to holders’ wallets.

The SEC staff statement of January 28, 2026 sorts third-party tokens into two kinds. A custodial token ”evidences the holder’s ownership interest (whether direct or indirect) in the underlying security being held in custody.” A synthetic one is a ”linked security” the third party issues, which ”confers no rights or benefits from the issuer of the referenced security.” Dinari’s terms disclaim any ownership interest, so the global dShare is third-party synthetic, backed one for one by shares Dinari owns. The dinari.com page (”dShares aren’t like stocks. They are stocks.”) contradicts the contract the buyer signs.

Who may hold the global token

Section 7.1(f) and (g) of the terms elect Regulation S and make every buyer certify it is not a US person. The Excluded Jurisdiction definition begins with the United States and its territories and adds Canada, North Korea, Cuba, Syria, Iran, Sudan, Crimea and FATF-listed countries; the docs list about 30 unsupported countries, some of them the same. Each token is deemed to bear a legend barring transfer to a US person absent an exemption, and the docs say Dinari ”will refuse to effect or transfer any Product made to any U.S. person.” Any acquisition that breaks these limits is void under the terms’ opening notice.

Most buyers reach Dinari through partners. The terms define Distributors, which place tokens in end users’ wallets, and Aggregators, which hold tokens for third parties. Section 2.4 makes the partner responsible for KYC unless it pays Dinari to do it, and only holders that pass KYC may ask Dinari to repurchase. Partner API access starts at $2,000 a month. No purchase minimum appears in the terms or the docs.

The exit

A holder exits by placing a sell order. Dinari sells the underlying ”on the first available date” it can, in regular or extended hours, and the repurchase price is the sale price less third-party trading costs and Dinari’s posted fees (Sections 6.1 to 6.3). At completion Dinari burns the tokens and pays in a dollar stablecoin such as USDC or USDT (Sections 3.1 and 6.4). The flat network fee is $0.20 an order on the L2s and gas on Ethereum. Dinari may set minimum and maximum sizes and frequency limits, and may defer settlement pro rata when paying at once would break the law, a transfer restriction, or the orderly sale of the shares (Section 6.6). A market disruption also delays the sale (Section 6.7). Payment is conditioned on sanctions and KYC compliance and on tax forms (Section 6.5).

Outside the issuer, liquidity is thin. Dinari runs a weekend session for limit orders in a small set of tickers, and wrapped dShares trade on Hyperliquid’s HyperCore order book. A holder who cannot pass Dinari’s KYC has no issuer exit at all.

Control on chain and the size of the program

Dinari publishes its contract source. Each dShare is a beacon proxy created by a per-chain DShareFactory; the published DShare code gives an admin power to rename, to change the split factor, and to swap the transfer restrictor, and gives MINTER_ROLE and BURNER_ROLE holders the supply. Every transfer calls the TransferRestrictor, where a RESTRICTOR_ROLE can blacklist an address so it ”cannot send or receive tokens.” In the published source, burnFrom needs the holder’s allowance, so the code shows no forced burn; newer dShares bridge through LayerZero and may run later code, so the deployed contracts must be read on chain.

On September 23, 2026 we read the factories’ DShareAdded events: 251 dShares on Arbitrum, 247 on Base, 161 on Ethereum and 151 on Plume. Priced at Dinari’s own quotes, their supply was worth about $13.0 million on Arbitrum, $1.4 million on Base, $1.8 million on Ethereum and $10,000 on Plume. The largest were USFR on Arbitrum (109,149 tokens, about $5.5 million), JAAA on Ethereum (35,506 tokens, about $1.8 million), then MSTR, NVDA, STRC, NKE, TSLA and ASST on Arbitrum. The docs also list Avalanche and HyperEVM; we found no published factory address for those and did not count them. Dinari ended Blast support on April 20, 2026 and moved the tokens to Arbitrum; tokens left on Kinto after its September 30, 2025 shutdown are ”not guaranteed.”

The US brokerage route

Dinari Securities, LLC is a Delaware subsidiary organized December 5, 2023, approved by the SEC as an introducing broker-dealer on June 20, 2025 (SEC 8-71215), a FINRA member registered in 53 jurisdictions with no disclosures. It clears through Alpaca Securities, which custodies the securities under Rule 15c3-3. Its Form CRS, effective August 31, 2026, says the platform ”reflects your equity positions as blockchain-recorded tokens” and calls the dShare ”a secondary record keeping token”; its offerings are limited to these proprietary products, and there is no account minimum. The brokerage agreement sets account and exit terms but does not state a token-wallet allowlist. Part I Section 1 says Part II governs brokerage services; Part II Section 1 gives accepted service-specific supplemental terms priority. Section 20 bars in-kind transfers of fractional shares and requires sale and a wire of the proceeds. The CRS says dShares can move to a self-custody wallet the customer controls and lists possible transfer costs. It does not grant transfers to other holders. This conflicts with the US guide (docs.dinari.com/docs/us). No wallet-transfer supplement was verified. Dinari’s partner guide says US tokens are ”non-transferrable,” are issued only to one dedicated wallet per verified account, and are funded by ACH or USDC through Circle.

Under the SEC taxonomy this is a custodial model with an off-chain record: the client owns a security entitlement at Alpaca, and the token mirrors it. The account holder must be a US resident, the sole owner, and use the account for ”personal, non-business, non-commercial use”; third-party representatives need the firm’s consent. The firm’s audited X-17A-5 for 2025 reports no customer accounts, $251,516 in total assets, and a parent that was raising SAFE money. The CRS wallet disclosure does not establish a secondary market exit for US customers.

What the deployed contract allows

The source on Dinari’s GitHub requires a holder’s approval to burn, but the deployed implementation read on 2026-09-23 does not. Its verified source (Sourcify, Arbitrum implementation 0xf971cd25…) defines burnFrom(address, uint256) as callable only by TOKEN_OPERATOR_ROLE, with no allowance, and overrides transferFrom so that an address holding that role can move any holder’s tokens without approval. A single key owns the beacon that points every dShare at its implementation, so the code itself can change with no delay. At Arbitrum block 510472741 the sampled USFR beacon still points to that implementation. Its ordinary transfers call phase-2 rules at the access-control contract, while the operator role bypasses the check. The interface tracks registration, restriction, block and whitelist flags. This differs from the old blacklist-only GitHub source. The live rule facet had no verified source at Sourcify or Blockscout. No US customer wallet flags or full recipient allowlist were verified. A read-only check allowed address 1 to send to address 2, and address 1 had no flags. This is no proof of a US transfer right. The eligibility file carries the reading.

Sources

The claims above trace to these. Where a number could not be independently verified, the thesis says so.

Inherited controls

The research above describes the protocol layer. Every position also inherits the asset it holds and the chain it settles on. The layer with the most administrative power sets the position’s effective control; that describes control, not quality or suitability.

ChainVerdictControlControl constraint
Arbitrum OneApproved with limits Mixed control a single sequencer orders >99% of transactions and admin keys can upgrade bridge contracts on a ~7-day timelock.
BaseApproved with limits Mixed control Coinbase, one regulated US company, operates the only sequencer, and admin keys can upgrade bridge contracts within ~7 days.
EthereumApproved No freeze key No sequencer, no upgrade key, no operator who can be compelled. Rule changes require social consensus.
AvalancheApproved with limits Governed, no freeze no party can freeze or seize C-Chain funds, but one vendor writes the only production client and Messari measured over a third of stake hosted on AWS.
Hyperliquid / HyperEVMRejected Issuer can freeze a 21-validator permissioned set operates both the chain and its bridge. One compromise reaches both.
AssetControlWho can freeze it
JAAA Issuer can freeze Janus Henderson AAA CLO exposure, tokenised. Credit risk plus issuer control, not a cash equivalent despite the rating.
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