OpusAI^T

Is: a participation unit. Neither debt nor equity. A pro-rata share of the capital pool — OpusCapital's treasury plus the OpusResearch book. Uncapped both ways. No governance.

Is not: a lender's claim, a note, or a share of the credit book. It is not sOpusAI. It does not touch credit risk. It is not an ownership claim on the whole enterprise — that is OpusAI^ET.

The capital pool is two organs: the passive digital-asset treasury and the active equities/alpha book. A ᵀ unit participates in the combined value of both, pro rata.

OpusAI^T ranks pari passu with the protocol's own retained units in the capital organs. There is nothing in that pool to be senior to — the capital organs take no lenders. The treasury is founder-funded; the research book is protocol-funded. A ᵀ holder sits alongside the protocol, not above or below it.

This is the core distinction from sOpusAI, which is a senior lender's claim in the credit pool. In the capital pool there is no credit, so there is no seniority to claim.

No cross-collateralization. A credit-book loss never reaches OpusAI^T, and a treasury drawdown never reaches sOpusAI. Each instrument's risk lives in one pool and stays there.

The two pools are fenced: the credit pool (sOpusAI + Credit Equity) and the capital pool (OpusAI^T + retained units). A loss in one cannot cross into the other. This separation is the point of having two instruments rather than one.

In the capital pool, OpusAI^T units and the protocol's retained units share gains and losses pro rata. There is no subordination within the pool — every unit is equal.

OpusAI^ET eats first everywhere. In the credit pool, Credit Equity (owned by OpusAI^ET) absorbs losses before sOpusAI holders. In the capital pool, the protocol's retained units and OpusAI^T units share pro rata — there is no first-loss layer between them.

The treasury is not a backstop for the credit book. The treasury is part of the capital pool; the credit book is a separate pool. A credit loss does not draw down the treasury.

OpusAI^T units are netted out of Treasury and Research Book before OpusAI^ET's residual claim is computed. Nothing is counted twice.

The same principle applies to sOpusAI: outside-depositor claims are netted out of Credit Equity before the enterprise residual. Each fenced pool pays its own holders first; the enterprise token is what remains. NAV counts what the protocol owns, not what it merely custodies.

Issuance proceeds never enter the treasury. The treasury stays founder-funded and profit-swept. Capital raised through OpusAI^T issuance funds protocol operating and credit capacity, not the passive digital-asset treasury.

This keeps the treasury's character intact: a compounding core of BTC, ETH and SOL held outright, never diluted by outside participation. The ᵀ holder participates in the treasury's value; their cash does not become the treasury's holdings.

Reg D / PPM / Florida counsel before any offering. There is no issuance, no price, and no secondary market until counsel signs off and the machinery exists.

The horizon for OpusAI^T is a tokenized-security venue — a broker-dealer or ATS — not a crypto spot listing. It is a private security that would trade on regulated securities infrastructure, not an exchange.

Investment Company Act status of the capital pool is an open counsel question, stated here as open rather than resolved. Whether the treasury-plus-research-book composite registers as an investment company is a determination counsel must make before any offering.

Three separate instruments, three separate claims, three separate securities. Two fenced pools and one residual:

• sOpusAI — debt-like. A lender's claim on the credit pool. Deposit, get units, NAV rises with yield, redeem. No ownership, no governance. Capped return; credit risk borne directly. Senior in the credit pool.
• OpusAI^T — participation unit. A pro-rata share of the capital pool — OpusCapital treasury plus OpusResearch book. Neither debt nor equity. Uncapped both ways, no governance. Pari passu with the protocol's retained units. Never touches the credit book.
• OpusAI^ET — equity-like. The residual on everything: Credit Equity, settlement fees, Intelligence revenue, cash reserves, and the protocol's retained share of the capital pool. Uncapped upside, last in line in both pools. Equity in the LLC.

All three instruments are modeled and counsel-gated; none is offered here.