Section 01
The NYCE X Underwriting Model
NYCE X does not charge issuers a "cost of capital." The platform sources equity at a discount to fair value, structures securities at par, and distributes to retail investors at a premium. The spread funds all platform economics, delivers investor IRR, and preserves issuer value — simultaneously.
Unit Economics
Standard Deal — $1M Raise
| Line Item | Amount |
|---|
| Capital Raised |
| Gross Capital Raised | $1,000,000 |
| Source — Discount to Par |
| Fair Market Value of Underlying Asset | $1,000,000 |
| NYCE X Acquisition Basis (25% Discount) | $750,000 |
| Spread Unlocked | $250,000 |
| Fee Allocation (from Spread) |
| Sourcing, Strategy & Deal Structuring | ($150,000) |
| Tokenization & Legal Setup | ($50,000) |
| Distribution & Capital Introduction | ($50,000) |
| Total NYCE X Fee (All-In) | ($250,000) |
| Net Positions |
| Capital Deployed to Asset / Issuer | $750,000 |
| Platform Revenue | $250,000 |
| Cost of Capital — Issuer Perspective |
| Direct Fee Charged to Issuer | $0 |
| Effective Issuer Cost (Discount Given) | 25% |
| The issuer is not "paying" 25%. They are liquidating an illiquid position at a discount they have already accepted — because they need liquidity, lack leverage, or value what NYCE X delivers (distribution, tokenization, community, PR) more than the spread. The discount is the price of access, not a fee. |
| Investor Return Profile |
| Entry Basis (Effective) | $0.75 / $1.00 |
| Built-In Margin of Safety | 25% |
| Target IRR (4–5 Year Hold) | 15–20% |
| Return Driver | Appreciation + discount |
Why It Works for Everyone
Issuer / LP: Gets liquidity for something illiquid — a problem no one else solves at this scale.
Investor: Enters at 75¢ on the dollar with a 25% margin of safety and 15–20% target IRR.
Platform: Collects $250K per $1M raised — entirely from the spread, not from the issuer's pocket.
The $250K fee is not a "cost of capital." It is the price of converting an illiquid, stranded, or undervalued position into a live, distributable security — something the issuer cannot do alone.
◆ Arbitrage Unlock — Why This Model Exists
NYCE X operates in the gap between institutional liquidity constraints and retail investor demand. The discount is not theoretical — it comes from real, recurring conditions:
Distressed or fatigued asset holders seeking liquidity for illiquid positions before a natural exit event
LPs with capital locked in long-duration vehicles who need immediate cash and lack leverage to negotiate full par
Sponsors willing to trade economics for strategic value — PR, tokenization exposure, community distribution, or brand positioning that only NYCE X's 2.5M+ member network can deliver
Developer fee conversions, equity restructurings, and situations where "par" was never a real number — it was a paper position waiting to be monetized
Outside of institutions, life happens. People need liquidity for something illiquid and they lack leverage any time they want to cash out before it's time. NYCE X is the mechanism.
Distribution Engine
The Retail Liquidity Pool
The discount-to-par model only works if you can actually close the raise. NYCE X doesn't rely on institutional allocators or broker-dealer networks to move paper. It owns the demand.
Total Community
2.5M+
Members across all platforms
Social Reach
2M+
Followers · organic distribution
NYCE X Premium
$10–25K
High-conviction capital network
Direct Distribution
Owned
Email · Meta · SMS · App
◆ Why This Matters to the Deal
A seller accepts a discount because NYCE X can actually move the paper. The retail liquidity pool is what gives NYCE X leverage to source at a discount — and what makes the raise closeable in 60–90 days instead of 12 months. This is not a marketplace waiting for demand. It is a pre-built distribution infrastructure with an active investor base that has already deployed $200M+ through the network.
Demand certainty — sellers accept discounts because NYCE X demonstrates the audience before the deal closes
Speed to close — owned channels mean capital commitments in weeks, not quarters
Access premium — tokenized, community-driven distribution creates demand for deals retail investors cannot access through traditional channels
Repeat deployment — 2.5M members is not a one-time list; it is a compounding capital base across every future issuance
Liquidity Layer
The Secondary Market Premium
Traditional private equity and real estate carry a 20–30% illiquidity discount (Damodaran, NYU Stern). Investors accept lower valuations because there is no exit — capital is locked for 5–10 years with no secondary market. Tokenized distribution to 10,000+ holders fundamentally changes this equation.
| Metric | Traditional PE/RE | NYCE X Tokenized |
|---|
| Secondary Market | None / broker-matched | 24/7 on-chain trading |
| Holder Base | 5–50 LPs | 10,000+ retail holders |
| Illiquidity Discount | 20–30% | Reduced / eliminated |
| Time to Exit | 5–10 years (fund lifecycle) | Anytime (secondary market) |
| Settlement | Weeks to months | Minutes (on-chain) |
| | |
| Liquidity Premium Recaptured | — | 10–20% of asset value |
◆ What 10,000 Holders Creates
When a security token is distributed to 10,000+ holders across NYCE's network, it generates organic daily trading volume on secondary markets:
Daily volume of 1–3% of market cap — a $1M issuance with 10,000 holders can generate $10K–$30K in daily secondary volume
Bid-ask spreads tighten — more holders means more natural buyers and sellers
Illiquidity discount collapses — from 20–30% to 5–10% or less
Net effect: 10–20% value uplift — captured as additional value for both the platform and investors
The illiquidity discount is the most well-documented valuation adjustment in private markets (Damodaran, Silber, Longstaff). Tokenization doesn't eliminate risk — it eliminates the structural penalty investors pay for having no exit.
Liquidity Premium Recaptured
10–20%
Of asset value — by converting zero-liquidity PE/RE into tokenized security with 10K+ holder base and active secondary market
On a $1M Issuance
$100–200K
Additional value created by eliminating the traditional illiquidity discount
Spread Mechanics
How NYCE X Prices a Deal
| Layer | Mechanic |
|---|
| Acquisition / Source | 15–25% discount to par value |
| Issuance / Structuring | Securities issued at par (fair market value) |
| |
| Gross Spread Created | 15–25% |
| |
| → Platform Fee (NYCE X) | Collected from spread, not issuer |
| → Distribution / IR Team | Compensated from spread |
| → Investor IRR (Target) | 15–20% over 4–5 year hold |
Deal 01 of 02
TEMPLE
Real Estate · Distressed Acquisition · Student Housing · 105 Suites
A 105-suite student housing portfolio across from Temple University's football training facility, available at 55% below appraised value due to a construction lender foreclosure. NYCE X raises $1.25M from NYCE retail investors, deploys $1M to acquire the asset, and partners with Lynd Group (50/50 JV, signed LOI) to fund construction completion. Recapitalization or sale at 36 months.
| Line Item | Amount |
|---|
| NYCE X Capital Raise |
| Gross Capital Raised (NYCE Retail Investors) | $1,250,000 |
| NYCE X Structuring & Origination | ($125,000) |
| Inveniam Tokenization Infrastructure | ($125,000) |
| Net Capital Deployed to Acquisition | $1,000,000 |
| Acquisition Capital Stack |
| NYCE Retail Raise (Equity) | $1,000,000 |
| Debt Financing | $2,000,000 |
| Total Acquisition Capital | $3,000,000 |
| Asset Valuation |
| Acquisition Price | $3,000,000 |
| Appraised Value (As-Is) | $6,700,000 |
| Day-One Equity Capture | $3,700,000 |
| 55% discount to appraised value | |
| Stabilized NOI (Phases 1 + 2 + 3) |
| Phase 1 — 17 suites (60% margin) | $101,000 |
| Phase 2 — 32 doors NNN master lease (95% margin) | $547,000 |
| Phase 3 — 56 suites + commercial (60% margin) | $504,000 |
| Total Stabilized NOI | $1,152,000 |
| Financing Costs (36-Month Hold) |
| Acquisition Bridge Interest (8%, 36 mo.) | $480,000 |
| Construction Financing Interest (9%, 36 mo.) | $2,000,000 |
| Total Financing Costs | $2,480,000 |
| Exit — Refi/Sale at 36 Months (6.5% Cap) |
| Stabilized Value | $17,700,000 |
| Less: Acquisition Bridge Payoff + Interest | ($2,480,000) |
| Less: Construction Financing Payoff + Interest | ($9,500,000) |
| Net Equity to Distribute | $5,720,000 |
| 50% to NYCE X side per JV | |
| NYCE X Side Equity | $2,860,000 |
| Waterfall — 8% Pref / 70-30 Carry |
| Return of Capital + 8% Pref (36 mo.) | $1,240,000 |
| 70% of Remaining to NYCE Retail Investors | $1,134,000 |
| 30% Carry to Sponsors (NYCE X + Lynd) | $486,000 |
| Total to NYCE Retail Investors | $2,374,000 |
| Total to Sponsors (Carry) | $486,000 |
Investor Return at $100
$237
2.37x multiple · 36-month hold
Investor IRR
33%
Conservative · 6.5% cap · 8% bridge · 9% construction
Platform Fee
$250K
Structuring & tokenization fee
Sponsor Carry
$486K
30% above 8% pref · split via 50/50 JV
The Bottom Line
NYCE X underwrites and structures the deal. NYCE retail investors fill the $1.25M raise at $100 minimum, deploying $1M to acquire a 105-suite student housing portfolio at 55% below appraised value. Lynd Group funds construction completion via a 50/50 JV. After 8% bridge and 9% construction financing, the conservative scenario returns 2.37x ($237 on every $100) at a 33% IRR over 36 months. NYCE's secondary market provides token holders with liquidity optionality unavailable in traditional private real estate.
Deal 02 of 02
5th División — Madrid Football Club
Sports · Distressed Acquisition · Tokenized Equity · Secondary Market
Owner of a 5th División Madrid football club is fatigued and willing to sell outright for $500K. Club has an active roster, league standing, 200,000+ social media followers, and is on track for promotion to the league above where comps trade at $2M. NYCE X acquires the club, issues tokenized equity to NYCE retail investors at a $1M valuation, and creates a secondary market from day one.
| Line Item | Amount |
|---|
| NYCE X Capital Raise |
| Gross Capital Raised (NYCE Retail Investors) | $1,000,000 |
| NYCE X Structuring & Origination | ($125,000) |
| Inveniam Tokenization Infrastructure | ($125,000) |
| Post-Acquisition Management Reorganization | ($250,000) |
| Net Capital Deployed to Acquisition | $500,000 |
| Acquisition |
| Acquisition Price (Motivated Seller) | $500,000 |
| Comparable Valuation (League Above) | $2,000,000 |
| Day-One Equity Capture | $500,000 |
| Ownership Structure |
| NYCE Retail Investors | 90% |
| NYCE X (Sponsor Equity) | 10% |
| |
| Tokenized Issuance Valuation | $1,000,000 |
| Investor Upside on Promotion (90% of $2M) | 1.8x |
| Secondary Market Thesis |
| Club Social Following | 200,000+ |
| NYCE Retail Network | 2,500,000+ |
| Combined Addressable Audience | 2,700,000+ |
| Target Token Holders | 5,000 – 10,000+ |
| Estimated Daily Trading Volume | $5,000 – $15,000 |
NYCE X Revenue
$125K
Structuring & origination
Inveniam Revenue
$125K
Tokenization infrastructure
Investor Ownership
90%
1.8x on promotion to league above
NYCE X Equity
10%
$200K on promotion · zero capital deployed
The Bottom Line
NYCE X acquires a football club at $500K with a $2M promotion path. NYCE retail investors fill the $1M raise at $100 minimum and receive 90% ownership at a $1M valuation — a clear 1.8x on promotion. Platform collects $250K in revenue ($125K NYCE X / $125K Inveniam). The primary objective is proving that NYCE's distribution network — combined with the club's 200,000+ followers — can create a live, functioning secondary market for a tokenized security from day one. For $100, someone in Botswana can own a piece of a football team in Madrid. Cost of capital to the issuer: zero. Because NYCE X is the issuer.
Combined
Two-Deal Summary
| Metric | Combined |
|---|
| Total Gross Capital Raised | $2,250,000 |
| Total Platform Revenue (NYCE X + Inveniam) | $500,000 |
| Total Capital Deployed to Assets | $1,500,000 |
| NYCE X Sponsor Equity (Madrid, 10%) | $100,000 |
| NYCE X Sponsor Carry (TEMPLE) | $486,000 |
| Issuer Cost of Capital | $0 |
Total NYCE X Economics Across Two Deals
$836,000
$250K fees + $486K carry (TEMPLE) + $100K sponsor equity (Madrid). On $2.25M raised. This is the NYCE X model.
Payment Terms & Notes
NYCE X fees collected from first disbursement of each raise, not from issuer pocket
Distribution/IR team compensated upon close from spread economics
NYCE X commits to campaign until minimum $500K raised per deal
Tokenized distribution model with community-driven demand across NYCE X network
TEMPLE: 8% pref / 70-30 carry. 36-month hold. Lynd 50/50 JV. 8% bridge and 9% construction financing.
Madrid: 90/10 ownership. No debt. Fan-driven liquidity pools for tokenization-powered private IPO dynamics for assets under $10M.
◆ On "Cost of Capital"
The question "what does it cost the issuer to raise on your platform?" assumes NYCE X is a platform. It is not. NYCE X is a principal. It sources discounted equity positions, structures securities, and distributes to its own investor base. The "cost" is absorbed by the spread between acquisition and issuance — a spread that exists because outside of institutions, liquidity constraints create opportunity. The issuer's cost of capital is zero because NYCE X is the issuer.