SEC Regulation D, Rule 506(c) Private Placement

Capitalize the Verified Truth Economy.

IDIA Indemnity Reserve, LLC (a Delaware Series LLC) introduces two distinct, fiat-settled financial instruments for verified Accredited Investors. Choose between a fixed 10% risk-premium yield or a variable real-time data annuity.

Request Private Placement Memorandum (PPM)

Verified Accredited Investors only. The Memorandum governs.

Executive Summary

Two instruments, side by side.

Series I Perpetual Preferred Units

Fixed Yield & Structural Defense

Target yield: 10.00% Cumulative Annual Preferred Return.
Economics: Funded by the fiat “Risk Premium” charged on enterprise data transactions.
Asset protection: Proceeds ring-fenced in a bankruptcy-remote “Reserve Vault” invested strictly in US Treasuries and cash equivalents.
Liquidation: Ranks senior to Common Units with a 1x Original Issue Price ($1,000) liquidation preference.

Series I Telemetry Units ($SITs)

The Real-Time Data Annuity

Target yield: Variable / Pro-Rata Fiat Royalty.
Economics: Dynamically tracks and captures the fiat royalties generated by human telemetry and Synapse Credit consumption across the IDIA Hub.
Liquidity: Engineered for secondary market liquidity on an SEC-compliant Alternative Trading System (ATS).
Asset protection: Revenues routed to a segregated custodial bank account, completely insulated from the Reserve Vault.

Investment Types

Three Ways into Our Investor Groups

The Series I Units are the private placement on this page. Early investor warrants and team grants are IDIA Governance Token allocations with their own vesting. They are not part of the offering and give no share of IDIA Data Inc. or its revenue.

Security · Rule 506(c)

Series I Units (private placement)

Issuer: IDIA Indemnity Reserve, LLC (Delaware Series LLC)
Who: Verified Accredited Investors only
What you get: Preferred Units (10% fixed preferred return) or Telemetry Units (variable)
Paid in: ACH or wire, as set out in the Memorandum
Vesting: None — units are issued on subscription
Voting: No voting rights

IDIA Governance Token · 10% of supply

Early Investor token warrants

Pool: 1,000,000,000 IDIA (10% of the 10B supply)
Who: Early backers of the IDIA protocol
What you get: IDIA Governance Tokens: voting, delegation, proposals
Vesting: No cliff · 10% at start · rest over 72 monthly payments (6 years)
Source: White paper §7.6 and Section 11
Not: Not shares, no dividends, no claim on company revenue

IDIA Governance Token · 15% of supply

Team & advisor grants

Pool: 1,500,000,000 IDIA (15% of the 10B supply)
Who: People who work for or advise IDIA Data Inc.
What you get: IDIA Governance Tokens as part of compensation
Vesting: No cliff · 10% at start · rest over 36 monthly payments (3 years), on the 1st of each month, while still serving
Release: Held in the IDIAEscrow contract; each release is proposed by the Treasury multi-sig and checked by the protocol Approver
Forfeit: Unvested tokens return to the treasury if service ends; vested tokens can be clawed back for a material conflict-of-interest breach

Token prices can rise or fall. Token terms come from the white paper and the compensation addendum; the Memorandum governs the Series I Units only.

Architectural advantages

Opportunities & Structure.

The Liability Shield Covenant.

The Series I Preferred Units form the financial backbone of IDIA's enterprise liability shield, providing dedicated capital reserves to backstop enterprise data claims.

Pure Fiat Settlement.

All distributions—from the fixed 10% yield to the variable telemetry royalties—are disbursed via standard electronic fiat transfer (ACH/Wire) directly to investor bank accounts.

Bankruptcy-Remote Isolation.

Utilizing the Delaware Series LLC statutes, the assets of the Indemnity Reserve and the $SIT Distribution Account are legally decoupled from the operational risks of IDIA Data Inc.

Eligibility & risk disclosures

Strict Eligibility & Risk Disclosures

Accredited Investors Only:Investment is strictly limited to individuals and entities verified as “Accredited Investors” under SEC Regulation D, Rule 506(c). The Company enforces mandatory third-party accreditation verification prior to any book-entry transfer.
No Voting Rights:Both the Series I Preferred Units and Series I Telemetry Units are passive economic instruments. They carry absolutely zero voting rights regarding operations, management, or strategy. Control resides solely with the Managing Member (IDIA Data Inc.).
Manager Call Option:The Series I Perpetual Preferred Units may be redeemed by the Managing Member at 100% of the Original Issue Price plus accrued returns at any time after the 5th anniversary of issuance.
Variable Yield Risk:Series I Telemetry Units carry no fixed dividend rate. Returns are entirely dependent on active commercial data consumption within the IDIA ecosystem.

This page is a summary for information only. It is not an offer to sell or a solicitation of an offer to buy any security. Any offer is made only through the Private Placement Memorandum, to verified Accredited Investors, and the Memorandum and its subscription documents govern over anything on this page. These securities are not registered with the SEC or any state regulator and are subject to restrictions on transfer. Investing involves risk, including the possible loss of your entire investment.

Diligence data room

Review the Legal Architecture.

Access the Master Operating Agreement, Statements of Designation, and the complete Private Placement Memorandum.

Apply for Data Room Access