From Validated Data to Investable Instrument
Every project document — feasibility study, cost model, SPA, RICS valuation, WBS — is tokenized, hashed, and version-locked in an RBAC-governed vault. The AI Disclosure Engine generates the full TCN Issuance Prospectus and investor disclosure pack.
Document Tokenization & Immutability
Every file hashed and version-locked for complete audit trail and regulatory compliance.
RBAC-Governed Vault
Role-based access control ensures only authorized stakeholders view sensitive project data.
AI Disclosure Engine
Automated prospectus generation in minutes, not weeks. Full regulatory compliance built-in.
Two Capital Paths:
[ Option A ] TCN Issuance
DFSA-regulated VASP partners issue Security Tokens. Institutional investors receive regulated, tradeable instruments.
[ Option B ] Standard Capital Infrastructure
Non-tokenized path. Construct provides document vault, disclosure pack, and regulatory coordination only.
The Tokenized Convertible Note (TCN): Regulated, Transparent, Downside-Protected
The TCN is Construct's core innovation—a hybrid Security Token that converts pre-title land acquisition financing into a regulated, investable asset class. It bridges the gap where traditional banks won't lend, protecting investors while giving developers access to institutional capital at the exact moment they need it most.
What is a TCN?
A Tokenized Convertible Note is a blockchain-native Security Token that converts your pre-title land acquisition financing into a regulated, institutional-grade investment instrument. Unlike traditional mezzanine debt—which carries 18–25% coupon rates and no programmatic downside protection—the TCN provides transparent terms, milestone-aligned capital deployment, and a regulated issuance path via DFSA-approved VASP partners.
It's called "convertible" because it converts to SPV equity once DLD registers title. Until then, investors earn a fixed coupon while maintaining downside protection through an SBLC (Standby Letter of Credit) fail-safe. For developers, it means access to institutional capital without the predatory rates or equity dilution of traditional mezzanine lenders.
Key Terms & Structure
Investor Coupon
Annual return during pre-title phase
11%
Simple coupon, paid quarterly in AED or stablecoin
Conversion to Equity
Upon DLD title registration
40–50%
SPV equity stake (negotiated per deal)
SBLC Fail-Safe
If title registration fails
Principal + Coupon
Standby Letter of Credit covers 100% investor recovery if DLD title registration doesn't complete within agreed timeline
Typical Maturity
Pre-title to conversion
18–36 months
Varies by project stage and DLD processing timelines
Investor Protections Built In
SBLC Downside Protection
If DLD title registration doesn't complete, an SBLC (Standby Letter of Credit) guarantees you recover 100% of principal plus accrued coupon. This eliminates pre-title risk entirely.
Milestone-Based Capital Release
Your capital is never deployed in one lump sum. Funds are released in tranches tied to verified project milestones (land acquisition, permitting, foundation, structure, etc.), reducing execution risk.
Transparent Verification
Construct's Milestone Delivery platform uses dual-oracle verification (AI analysis + physical inspection) to confirm project progress before capital is released. You see the same data as the developer and regulators.
Regulatory Oversight
TCN issuance is conducted via DFSA-regulated VASP partners and coordinated with the CMA and VARA. Every deal is reviewed for compliance with UAE securities regulations.
Secondary Market Liquidity
Construct is designing secondary-market infrastructure aligned with DLD Phase II (February 2026). You'll be able to resell your TCN to other institutional investors, providing liquidity before conversion.
Why Developers Choose the TCN
Pre-Title Capital Access
Banks won't lend until DLD registers title. Mezzanine lenders charge 18–25% p.a. The TCN gives you institutional capital at 11%, unlocking land acquisition when you need it most.
Transparent, Standardized Terms
No hidden fees or aggressive holdbacks. TCN terms are standardized, CMA-reviewed, and negotiated upfront. You know exactly what investors expect and when.
Milestone-Aligned Deployment
Capital is released as you hit project milestones, not upfront. This aligns investor and developer incentives and reduces your working capital burden.
Access to Institutional Capital
Reach family offices, sovereign funds, and pension funds directly through Construct's investor network. No intermediaries. No predatory terms.
Regulatory Framework & Compliance
The TCN is not speculative. It's built on active regulatory coordination with the UAE's primary financial authorities:
CMA (Capital Markets Authority)
TCN instrument model formally submitted to the CMA for review. Feedback has been incorporated into the current design. Issuance roadmap aligns with CMA's tokenization framework.
DFSA (Dubai Financial Services Authority)
TCN issuance is conducted via DFSA-regulated VASP (Virtual Asset Service Provider) partners. Every token issuance and transfer complies with DFSA's Virtual Assets regime.
VARA (Virtual Assets Regulatory Authority)
Construct coordinates with VARA to ensure the TCN complies with the emirate-wide virtual assets regulatory framework.
CBUAE (Central Bank of the UAE)
Milestone Delivery payment flows and escrow mechanics are coordinated with CBUAE to ensure they align with UAE financial system regulations.
DLD (Dubai Land Department)
The TCN's conversion mechanics are designed to integrate seamlessly with DLD's title registration process and the emirate's tokenization pilot framework.
Bottom line: The TCN is not built around a regulatory gray area. It's built with regulators. Every mechanism—from issuance to conversion to secondary-market resale—has been designed and validated in coordination with UAE authorities.
How the TCN Compares
| Financing Type | Coupon Rate | Downside Protection | Transparency | Regulatory |
|---|---|---|---|---|
| Mezzanine Debt | 18–25% | None | Black box | Unregulated |
| Traditional Bank Loan | 6–10% | Collateral-based | Limited | Regulated (pre-title only) |
| [ TCN ] | 11% | SBLC guarantee | Real-time | CMA/DFSA aligned |
| Equity Raise | N/A | Convertible option | Limited | Regulated (post-incorporation) |
Ready to Explore the TCN for Your Project?
Our structuring team guides developers through document preparation, compliance review, and capital path selection. Get in touch to discuss how the TCN can unlock institutional capital for your next development.
The Digital Building Passport: From WBS to Atomic Payment
Your capital structuring workflow—from document submission through regulatory approval to capital deployment. Automated, transparent, and built for institutional compliance.
Document Ingestion
Project documents—feasibility study, cost model, SPA, RICS valuation, WBS—are uploaded to your RBAC-governed vault. Role-based access controls ensure only authorized team members can view sensitive project data.
Tokenization & Hashing
Each document is tokenized, hashed, and version-locked for immutability. Cryptographic hashing ensures no document can be altered without detection. The vault maintains a complete audit trail of every access and modification.
AI Prospectus Generation
The AI Disclosure Engine ingests your tokenized documents and automatically generates the full TCN Issuance Prospectus and investor disclosure pack. This eliminates weeks of manual document assembly and ensures consistency across all investor communications.
Regulatory Review
The prospectus is reviewed against CMA and DFSA requirements. Our regulatory team works with you to address any compliance feedback and ensure the document meets all institutional investor standards. This step typically takes 1–2 weeks depending on document completeness.
Path Selection
You select your capital path: Option A (TCN Issuance) — tokenized instrument issued via DFSA-regulated VASP partners, enabling institutional investors and secondary-market resale; or Option B (Standard Capital Infrastructure) — traditional capital deployment without tokenization. Both paths are fully supported and regulatory-aligned.
Capital Deployment
Funds are deployed to your project escrow account, milestone-gated and ready for construction phase. The escrow is governed by the same smart-contract logic that powers Milestone Delivery, ensuring capital is only released when physical progress is verified. You move seamlessly into the construction phase with full transparency.
Typical Timeline
Total end-to-end: 6–12 weeks from document submission to capital deployment. Timeline varies based on document completeness and regulatory feedback cycles.
Ready to Structure Your Project?
Our structuring team guides developers through document preparation, compliance review, and capital path selection. Let's discuss your project.
Talk to Our Structuring TeamReady to Structure Your Project?
Our structuring team guides developers through document preparation, compliance review, and capital path selection. Contact us to discuss your project.
Explore the TCN
Deep dive into the Tokenized Convertible Note structure, terms, investor protections, and regulatory framework. Review detailed documentation and FAQs.
View TCN DetailsTalk to Our Structuring Team
Connect with our structuring specialists to discuss your project, document requirements, capital paths, and next steps. We respond within 2 business days.
Email Our TeamWhat to Expect
Document Review
We assess your feasibility study, cost model, SPA, RICS valuation, and WBS to ensure compliance and completeness.
Capital Path Selection
We guide you through Option A (VASP-issued TCN) or Option B (standard capital infrastructure) based on your project needs.
Prospectus Generation
Our AI Disclosure Engine generates your full TCN Issuance Prospectus and investor disclosure pack in 2–4 weeks.
Regulatory Alignment
We ensure your prospectus meets CMA and DFSA requirements before capital deployment.
Questions about the structuring process? See our FAQ or reach out directly.
constructonchain@gmail.com · Dubai, UAE · Response time: 2 business days