The problem
Post-close capital sits still for days, and the owner of it pays for the privilege.
- Holdbacks, reserves and construction draws sit in pooled escrow for three to five days per movement, moved by email.
- Manual reconciliation and wire cut-off windows compound at scale. Audit readiness is an afterthought.
- The owner of the asset pays two to five percent a year to have it held, and earns nothing on it.
The solution
A clearing platform that replaces the escrow company.
- Neutral third party. Every dollar is received, held and managed by PHOCIS Tech at Wells Fargo Bank, N.A., in a dedicated sub-account per client with its own account and routing number. Never commingled.
- Accounts titled to the client's EIN. Contractual bankruptcy-remote protection: if anything were to happen to PHOCIS, the funds revert to the client.
- Real-time digital clearing of draws and disbursements, with programmable approval gates and state-level compliance logic on every release.
- Immutable audit ledger. Every clearing event logged, exportable, retained seven years.
- Free to the holder. No fees to the transacting parties.
The round
One instrument, one number, the same terms for every investor.
- Raising
- $3,000,000
- Instrument
- Post-money SAFE, standard form
- Valuation cap
- $25,000,000
- Minimum
- $50,000
- Issuer
- PHOCIS Tech Inc., a Delaware corporation
- Eligibility
- Accredited investors only, under Rule 501(a) of Regulation D. Status is verified by an independent third party before any subscription is accepted.
Use of proceeds
What the money does.
- Compliance. A dedicated compliance officer is the first hire funded by this round, followed by a payment operations specialist.
- Direct bank relationship. Moving off middleware to a direct rail removes the single largest structural dependency in the platform.
- Licensing. Completing the state-by-state licensing and fee analysis with counsel.
- Security. Finishing the SOC 2 engagement already underway, and a first penetration test.
- Canada. Registration and a Canadian banking partner, sequenced after the U.S. work.
Questions
Answered plainly.
What is the minimum investment?
$50,000.
If it is free to the holder, how does PHOCIS make money?
PHOCIS keeps a fixed portion of the interest earned on the balances it holds. That margin moves with short-term rates, up or down.
The transacting parties pay nothing, and clients are not paid interest on balances.
Where are client funds actually held?
Client funds are held at Wells Fargo Bank, N.A. Every sub-account is titled to the beneficial owner and segregated by that party's own EIN. Balances are FDIC pass-through insured, subject to the account titling and recordkeeping requirements being met.
PHOCIS Tech is a financial technology company, not a bank.
Who is eligible to invest?
Accredited investors only, as defined in Rule 501(a) of Regulation D. This offering is made under Rule 506(c), which permits general solicitation and requires that accredited status be verified by an independent third party before a subscription is accepted. A representation on its own is not sufficient.
What is the instrument, and what does it convert into?
A standard post-money SAFE with a $25,000,000 valuation cap, the same terms for every investor in the round. It converts at the next priced equity financing on the terms of that financing, subject to the cap.
What is the company's regulatory posture?
No regulatory inquiry, examination, enforcement action, licensing denial or regulatory complaint is pending or has been received. A signed negative certification from the sole director is in the data room.
A SOC 2 engagement is underway and no report has been issued. A penetration test has not yet been performed. Both are funded in the use of proceeds above, and both are stated here rather than left for diligence to find.
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